Meta Data Name Meta Data Value
maxlen 125
avglen 96.83643771827707
issuer ROYAL BANK OF CANADA,
issuerStandard ROYAL-BANK-OF-CANADA
dated Dated as of April 18, 2013
 
                                                                                       EXECUTION VERSION 
________________________________________________________________________ 
                                     FIRST LIEN CREDIT AGREEMENT 
                                            Dated as of April 18, 2013 
                                                      Among 
                                    LIVINGSTON INTERNATIONAL INC.  
                                                 as the Borrower, 
                 THE OTHER GUARANTORS PARTY HERETO FROM TIME TO TIME 
                                          ROYAL BANK OF CANADA, 
               as Administrative Agent, Collateral Agent, Swing Line Lender and L/C Issuer, 
                                                         and 
                         THE LENDERS PARTY HERETO FROM TIME TO TIME 
                             ___________________________________________ 
                                                            
                                         ROYAL BANK OF CANADA 
                                                         and 
                              MORGAN STANLEY SENIOR FUNDING, INC., 
                                 as Joint Lead Arrangers and Joint Bookrunners 
                                                         and 
                                            BANK OF MONTREAL, 
                                               as Syndication Agent 
        __________________________________________________________________________ 
                            
LEGAL_US_E # 103023888.27
                                            TABLE OF CONTENTS 
                                                            
                                                                                                              Page 
ARTICLE I. DEFINITIONS AND ACCOUNTING TERMS ............................................................... 2 
         Section 1.01          Defined Terms ................................................................................................ 2 
         Section 1.02          Other Interpretive Provisions ....................................................................... 60 
         Section 1.03          Accounting Terms ........................................................................................ 61 
         Section 1.04          Rounding ...................................................................................................... 61 
         Section 1.05          References to Agreements, Laws, Etc .......................................................... 62 
         Section 1.06          Times of Day ................................................................................................ 62 
         Section 1.07          Timing of Payment or Performance ............................................................. 62 
         Section 1.08          Cumulative Retained Excess Cash Flow Transactions ................................ 62 
         Section 1.09          Currencies Generally .................................................................................... 62 
ARTICLE II. THE COMMITMENTS AND CREDIT EXTENSIONS ................................................ 63 
         Section 2.01          The Loans ..................................................................................................... 63 
         Section 2.02          Borrowings, Conversions and Continuations of Loans ................................ 64 
         Section 2.03          Letters of Credit ........................................................................................... 66 
         Section 2.04          Swing Line Loans ......................................................................................... 75 
         Section 2.05          Prepayments ................................................................................................. 78 
         Section 2.06          Termination or Reduction of Commitments ................................................ 92 
         Section 2.07          Repayment of Loans ..................................................................................... 92 
         Section 2.08          Interest .......................................................................................................... 93 
         Section 2.09          Fees .............................................................................................................. 94 
         Section 2.10          Computation of Interest and Fees ................................................................. 94 
         Section 2.11          Evidence of Indebtedness ............................................................................. 94 
         Section 2.12          Payments Generally ...................................................................................... 95 
         Section 2.13          Sharing of Payments ..................................................................................... 97 
         Section 2.14          Incremental Credit Extensions ..................................................................... 98 
         Section 2.15          Refinancing Amendments .......................................................................... 103 
         Section 2.16          Extension of Term Loans; Extension of Revolving Credit Loans.............. 105 
         Section 2.17          Defaulting Lenders ..................................................................................... 108 
         Section 2.18          Bankers’ Acceptances ................................................................................ 110 
ARTICLE III.  TAXES, INCREASED COSTS PROTECTION AND ILLEGALITY ......................... 112 
         Section 3.01          Taxes .......................................................................................................... 112 
         Section 3.02          Illegality ..................................................................................................... 115 
         Section 3.03          Inability to Determine Rates ...................................................................... 115 
         Section 3.04          Increased Cost and Reduced Return; Capital Adequacy; Reserves on 
                                Eurocurrency Rate Loans ........................................................................... 115 
         Section 3.05          Funding Losses ........................................................................................... 117 
         Section 3.06          Matters Applicable to All Requests for Compensation .............................. 117 
         Section 3.07          Replacement of Lenders under Certain Circumstances .............................. 119 
         Section 3.08          Survival ...................................................................................................... 120 
ARTICLE IV.  CONDITIONS PRECEDENT TO CREDIT EXTENSIONS ........................................ 120 
         Section 4.01          Conditions to Initial Credit Extension ........................................................ 120 
         Section 4.02          Conditions to All Credit Extensions ........................................................... 123 
ARTICLE V.  REPRESENTATIONS AND WARRANTIES .............................................................. 123 
         Section 5.01          Existence, Qualification and Power; Compliance with Laws .................... 123 
         Section 5.02          Authorization; No Contravention ............................................................... 124 
         Section 5.03          Governmental Authorization; Other Consents ........................................... 124 
                                                     -i- 
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                                            TABLE OF CONTENTS 
                                                    (continued) 
                                                                                                              Page 
         Section 5.04          Binding Effect ............................................................................................ 124 
         Section 5.05          Financial Statements; No Material Adverse Effect .................................... 124 
         Section 5.06          Litigation .................................................................................................... 125 
         Section 5.07          Compliance with Laws ............................................................................... 125 
         Section 5.08          Ownership of Property; Liens .................................................................... 125 
         Section 5.09          Environmental Matters ............................................................................... 126 
         Section 5.10          Taxes .......................................................................................................... 126 
         Section 5.11          ERISA and Canadian Benefit Plan Compliance ........................................ 126 
         Section 5.12          Subsidiaries; Equity Interests ..................................................................... 127 
         Section 5.13          Margin Regulations; Investment Company Act ......................................... 128 
         Section 5.14          Disclosure ................................................................................................... 128 
         Section 5.15          Labor Matters ............................................................................................. 128 
         Section 5.16          Insurance .................................................................................................... 128 
         Section 5.17          Intellectual Property; Licenses, Etc ............................................................ 128 
         Section 5.18          Solvency ..................................................................................................... 129 
         Section 5.19          OFAC; Canadian Sanctions Legislation; AML Legislation; FCPA ........... 129 
         Section 5.20          Security Documents ................................................................................... 130 
ARTICLE VI.  AFFIRMATIVE COVENANTS ................................................................................... 131 
         Section 6.01          Financial Statements .................................................................................. 131 
         Section 6.02          Certificates; Other Information .................................................................. 133 
         Section 6.03          Notices ........................................................................................................ 135 
         Section 6.04          Payment of Taxes ....................................................................................... 135 
         Section 6.05          Preservation of Existence, Etc .................................................................... 136 
         Section 6.06          Maintenance of Properties .......................................................................... 136 
         Section 6.07          Maintenance of Insurance .......................................................................... 136 
         Section 6.08          Compliance with Laws ............................................................................... 136 
         Section 6.09          Books and Records ..................................................................................... 137 
         Section 6.10          Inspection Rights ........................................................................................ 137 
         Section 6.11          Additional Collateral; Additional Guarantors ............................................ 137 
         Section 6.12          Compliance with Environmental Laws ...................................................... 139 
         Section 6.13          Further Assurances ..................................................................................... 139 
         Section 6.14          Maintenance of Ratings .............................................................................. 139 
         Section 6.15          Post-Closing Matters .................................................................................. 140 
         Section 6.16          Changes in Fiscal Year ............................................................................... 140 
         Section 6.17          Use of Proceeds .......................................................................................... 140 
         Section 6.18          Canadian Benefit Plans .............................................................................. 140 
         Section 6.19          Interest Rate Hedging ................................................................................. 140 
ARTICLE VII.  NEGATIVE COVENANTS .......................................................................................... 140 
         Section 7.01          Liens ........................................................................................................... 140 
         Section 7.02          Investments................................................................................................. 144 
         Section 7.03          Indebtedness ............................................................................................... 146 
         Section 7.04          Sale and Leaseback Transactions ............................................................... 149 
         Section 7.05          Dispositions; Mergers and Acquisitions ..................................................... 149 
         Section 7.06          Restricted Payments ................................................................................... 151 
         Section 7.07          Change in Nature of Business .................................................................... 153 
         Section 7.08          Transactions with Affiliates ....................................................................... 154 
         Section 7.09          Burdensome Agreements; Restricted Indebtedness Payments ................... 155 
         Section 7.10          Financial Covenant ..................................................................................... 157 
                                                     -ii- 
LEGAL_US_E # 103023888.27
                                            TABLE OF CONTENTS 
                                                    (continued) 
                                                                                                              Page 
         Section 7.11          Swap Agreements ....................................................................................... 158 
         Section 7.12          Designation of Subsidiaries ........................................................................ 158 
ARTICLE VIII. EVENTS OF DEFAULT AND REMEDIES ................................................................ 159 
         Section 8.01          Events of Default ........................................................................................ 159 
         Section 8.02          Remedies Upon Event of Default ............................................................... 162 
         Section 8.03          Exclusion of Immaterial Subsidiaries ......................................................... 162 
         Section 8.04          Application of Funds .................................................................................. 162 
         Section 8.05          Borrower’s Right to Cure ........................................................................... 163 
ARTICLE IX.  ADMINISTRATIVE AGENT AND OTHER AGENTS .............................................. 164 
         Section 9.01          Appointment and Authorization of Agents ................................................ 164 
         Section 9.02          Delegation of Duties ................................................................................... 166 
         Section 9.03          Liability of Agents ..................................................................................... 166 
         Section 9.04          Reliance by Agents ..................................................................................... 166 
         Section 9.05          Notice of Default ........................................................................................ 167 
         Section 9.06          Credit Decision; Disclosure of Information by Agents .............................. 167 
         Section 9.07          Indemnification of Agents .......................................................................... 167 
         Section 9.08          Agents in Their Individual Capacities ........................................................ 168 
         Section 9.09          Successor Agents ........................................................................................ 168 
         Section 9.10          Administrative Agent May File Proofs of Claim ....................................... 169 
         Section 9.11          Collateral and Guaranty Matters ................................................................ 169 
         Section 9.12          Other Agents; Lead Arrangers and Managers ............................................ 170 
         Section 9.13          Appointment of Supplemental Agents ....................................................... 171 
         Section 9.14          Withholding Tax Indemnity ....................................................................... 171 
ARTICLE X.  MISCELLANEOUS ...................................................................................................... 172 
         Section 10.01          Amendments, Etc ....................................................................................... 172 
         Section 10.02          Notices and Other Communications; Facsimile Copies ............................. 175 
         Section 10.03          No Waiver; Cumulative Remedies ............................................................. 176 
         Section 10.04          Attorney Costs and Expenses ..................................................................... 176 
         Section 10.05          Indemnification by the Borrower ............................................................... 177 
         Section 10.06          Payments Set Aside .................................................................................... 178 
         Section 10.07          Successors and Assigns .............................................................................. 178 
         Section 10.08          Confidentiality ............................................................................................ 186 
         Section 10.09          Setoff .......................................................................................................... 187 
         Section 10.10          Interest Rate Limitation .............................................................................. 187 
         Section 10.11          Counterparts ............................................................................................... 188 
         Section 10.12          Integration; Termination ............................................................................ 188 
         Section 10.13          Survival of Representations and Warranties .............................................. 188 
         Section 10.14          Severability................................................................................................. 188 
         Section 10.15          GOVERNING LAW .................................................................................. 188 
         Section 10.16          WAIVER OF RIGHT TO TRIAL BY JURY ............................................ 189 
         Section 10.17          Binding Effect ............................................................................................ 189 
         Section 10.18          AML Legislation ........................................................................................ 190 
         Section 10.19          No Advisory or Fiduciary Responsibility .................................................. 190 
         Section 10.20          Electronic Execution of Assignments ........................................................ 191 
         Section 10.21          Effect of Certain Inaccuracies .................................................................... 191 
         Section 10.22          Judgment Currency .................................................................................... 191 
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                                            TABLE OF CONTENTS 
                                                    (continued) 
                                                                                                              Page 
ARTICLE XI.  GUARANTY ................................................................................................................. 192 
         Section 11.01          The Guaranty .............................................................................................. 192 
         Section 11.02          Obligations Unconditional ......................................................................... 192 
         Section 11.03          Reinstatement ............................................................................................. 193 
         Section 11.04          Subrogation; Subordination ........................................................................ 193 
         Section 11.05          Remedies .................................................................................................... 194 
         Section 11.06          Instrument for the Payment of Money ....................................................... 195 
         Section 11.07          Continuing Guaranty .................................................................................. 195 
         Section 11.08          General Limitation on Guarantee Obligations ........................................... 195 
         Section 11.09          Information ................................................................................................. 195 
         Section 11.10          Release of Guarantors ................................................................................ 195 
         Section 11.11          Right of Contribution ................................................................................. 196 
         Section 11.12          Keepwell..................................................................................................... 196 
                                                     -iv- 
LEGAL_US_E # 103023888.27
 
SCHEDULES 
         1.01A          Commitments and L/C Sublimit 
         1.01B          Disqualified Lenders 
         1.01C          Collateral Documents 
         1.01D          Existing Letters of Credit 
         1.01E          Excluded Subsidiaries 
         5.05          Certain Liabilities 
         5.08          Ownership of Property 
         5.09(a)          Environmental Matters 
         5.12          Subsidiaries and Other Equity Investments 
         5.16          Insurance 
         6.15           Post-Closing Matters 
         7.01          Existing Liens 
         7.02          Existing Investments 
         7.03          Existing Indebtedness 
         7.08          Transactions with Affiliates 
         10.02          Administrative Agent’s Office, Certain Addresses for Notices 
 
EXHIBITS 
         Form of 
         A          Committed Loan Notice 
         B-1          Swing Line Loan Notice 
         B-2          Letter of Credit Request 
         B-3          Prepayment Notice 
         C-1          Term Note 
         C-2          Revolving Credit Note 
         C-3          Swing Line Note 
         D-1          Compliance Certificate 
         D-2          Solvency Certificate 
         E          Assignment and Assumption 
         F-1          First Lien Canadian Security Agreement 
         F-2          First Lien Canadian Pledge Agreement 
         F-3          First Lien U.S. Security Agreement 
         G          Perfection Certificate 
         H          Intercompany Note 
         I-1          First Lien Intercreditor Agreement 
         I-2          Junior Lien Intercreditor Agreement 
         J          [Reserved] 
         K          Administrative Questionnaire 
         L-1          Affiliated Lender Assignment and Assumption 
         L-2          Affiliated Lender Notice 
         L-3          Acceptance and Prepayment Notice 
         L-4          Discount Range Prepayment Notice 
         L-5          Discount Range Prepayment Offer 
         L-6          Solicited Discounted Prepayment Notice 
         L-7          Solicited Discounted Prepayment Offer 
         L-8          Specified Discount Prepayment Notice 
         L-9          Specified Discount Prepayment Response 
           
                                                     -v- 
LEGAL_US_E # 103023888.27
 
                                    FIRST LIEN CREDIT AGREEMENT 
         This  FIRST  LIEN  CREDIT  AGREEMENT  is  entered  into  as  of  April  18,  2013  (as  amended, 
restated, supplemented or otherwise modified from time to time after the date hereof, this “Agreement”) 
among  LIVINGSTON  INTERNATIONAL  INC.,  a  corporation  amalgamated  under  the  laws  of  the 
Province  of  Ontario  (the  “Borrower”), the  Guarantors  party  hereto from  time  to  time,  ROYAL  BANK 
OF CANADA, as Administrative Agent, Collateral Agent, Swing Line Lender and L/C Issuer, and each 
lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”). 
                                        PRELIMINARY STATEMENTS 
                     
                  1.                  The  Borrower  intends  to  repay  all  indebtedness  of  the  Borrower  outstanding 
under the Amended and Restated Credit Agreement, dated as of November 9, 2010, among the Borrower, 
the guarantors party thereto, the lenders party thereto, and Royal Bank of Canada, as administrative agent 
(the “Existing Credit Agreement”), terminate all commitments to extend credit thereunder and release 
and discharge all security and guarantees in respect thereof. 
                     
                  2.                  The  Borrower intends  to  repay  (i) all indebtedness  of  the  Borrower outstanding 
(approximately  U.S.  $35,000,000)  under  the  notes  due  November  30,  2015,  issued  by  the  Borrower  in 
favor  of  CPPIB  Sub  (as  hereinafter  defined)  and  (ii)  all  indebtedness  of  the  Borrower  outstanding 
(approximately  Cdn.  $42,700,000)  under  the  notes  due  November  30,  2015,  issued  by  the  Borrower  in 
favor of Canco (as hereinafter defined) (collectively, clauses (i) and (ii), the “Existing Sponsor Interest 
Bearing Notes”). 
                     
                  3.                  The  Borrower  intends  to  repurchase  the  Borrower’s  outstanding  Cdn. 
$135,000,000 10.125% Notes due 2015 (the “Existing Notes”), issued by the Borrower pursuant to the 
Indenture, dated as of November 9, 2010 (the “Existing Notes Indenture”), pursuant to a repurchase by 
way of a tender offer for the Existing Notes commenced on March 5, 2013 with settlement occurring on 
or prior to the Closing Date (as hereinafter defined), which tender offer includes a consent solicitation to 
amend the Existing Notes Indenture to eliminate or modify substantially all of the restrictive covenants, 
certain events of default and certain other provisions in the Existing Notes Indenture (the “Existing Notes 
Tender”). 
                  4.                                       The Borrower intends to convert or exchange into Qualified Equity Interests all 
outstanding  indebtedness  of  the  Borrower  held  by  the  Sponsors,  the  Sponsor  Holdcos  or  any  other 
Affiliate  of  the  Borrower  or  any  officer,  director  or  shareholder  in  each  case  thereof  (other  than 
indebtedness under the Existing Credit Agreement, the Existing Sponsor Interest Bearing Notes and the 
Existing Notes) (the “Equity Conversion”; the transactions described in this Preliminary Statement (4) 
and the foregoing Preliminary Statements (1), (2) and (3), the “Refinancing”). 
                  5.                                       (a) The proceeds of (i) the Initial Term Loans, together with the proceeds of (ii) 
the  Second  Lien  Term  Loans,  shall  be  used  by  the  Borrower  to  directly  or  indirectly  finance  the 
Refinancing  and  fees  and  expenses  incurred  in  connection  therewith  and  (b)  the  proceeds  of  the  Initial 
Revolving  Borrowing,  if  any,  shall  be  used  by  the  Borrower  to  directly  or  indirectly  finance  the 
Refinancing and fees and expenses incurred in connection therewith and for general corporate purposes. 
                     
                  6.                  The  applicable  Lenders  have  indicated  their  willingness  to  lend  and  the  L/C 
Issuer has indicated its willingness to issue Letters of Credit, in each case, on the terms and subject to the 
conditions set forth herein. 
                                                     1 
LEGAL_US_E # 103023888.27
 
         In  consideration  of  the  mutual  covenants  and  agreements  herein  contained,  the  parties  hereto 
covenant and agree as follows: 
 
                                                                                       EXECUTION VERSION 
________________________________________________________________________ 
                                     FIRST LIEN CREDIT AGREEMENT 
                                            Dated as of April 18, 2013 
                                                      Among 
                                    LIVINGSTON INTERNATIONAL INC.  
                                                 as the Borrower, 
                 THE OTHER GUARANTORS PARTY HERETO FROM TIME TO TIME 
                                          ROYAL BANK OF CANADA, 
               as Administrative Agent, Collateral Agent, Swing Line Lender and L/C Issuer, 
                                                         and 
                         THE LENDERS PARTY HERETO FROM TIME TO TIME 
                             ___________________________________________ 
                                                            
                                         ROYAL BANK OF CANADA 
                                                         and 
                              MORGAN STANLEY SENIOR FUNDING, INC., 
                                 as Joint Lead Arrangers and Joint Bookrunners 
                                                         and 
                                            BANK OF MONTREAL, 
                                               as Syndication Agent 
        __________________________________________________________________________ 
                            
LEGAL_US_E # 103023888.27
                                            TABLE OF CONTENTS 
                                                            
                                                                                                              Page 
ARTICLE I. DEFINITIONS AND ACCOUNTING TERMS ............................................................... 2 
         Section 1.01          Defined Terms ................................................................................................ 2 
         Section 1.02          Other Interpretive Provisions ....................................................................... 60 
         Section 1.03          Accounting Terms ........................................................................................ 61 
         Section 1.04          Rounding ...................................................................................................... 61 
         Section 1.05          References to Agreements, Laws, Etc .......................................................... 62 
         Section 1.06          Times of Day ................................................................................................ 62 
         Section 1.07          Timing of Payment or Performance ............................................................. 62 
         Section 1.08          Cumulative Retained Excess Cash Flow Transactions ................................ 62 
         Section 1.09          Currencies Generally .................................................................................... 62 
ARTICLE II. THE COMMITMENTS AND CREDIT EXTENSIONS ................................................ 63 
         Section 2.01          The Loans ..................................................................................................... 63 
         Section 2.02          Borrowings, Conversions and Continuations of Loans ................................ 64 
         Section 2.03          Letters of Credit ........................................................................................... 66 
         Section 2.04          Swing Line Loans ......................................................................................... 75 
         Section 2.05          Prepayments ................................................................................................. 78 
         Section 2.06          Termination or Reduction of Commitments ................................................ 92 
         Section 2.07          Repayment of Loans ..................................................................................... 92 
         Section 2.08          Interest .......................................................................................................... 93 
         Section 2.09          Fees .............................................................................................................. 94 
         Section 2.10          Computation of Interest and Fees ................................................................. 94 
         Section 2.11          Evidence of Indebtedness ............................................................................. 94 
         Section 2.12          Payments Generally ...................................................................................... 95 
         Section 2.13          Sharing of Payments ..................................................................................... 97 
         Section 2.14          Incremental Credit Extensions ..................................................................... 98 
         Section 2.15          Refinancing Amendments .......................................................................... 103 
         Section 2.16          Extension of Term Loans; Extension of Revolving Credit Loans.............. 105 
         Section 2.17          Defaulting Lenders ..................................................................................... 108 
         Section 2.18          Bankers’ Acceptances ................................................................................ 110 
ARTICLE III.  TAXES, INCREASED COSTS PROTECTION AND ILLEGALITY ......................... 112 
         Section 3.01          Taxes .......................................................................................................... 112 
         Section 3.02          Illegality ..................................................................................................... 115 
         Section 3.03          Inability to Determine Rates ...................................................................... 115 
         Section 3.04          Increased Cost and Reduced Return; Capital Adequacy; Reserves on 
                                Eurocurrency Rate Loans ........................................................................... 115 
         Section 3.05          Funding Losses ........................................................................................... 117 
         Section 3.06          Matters Applicable to All Requests for Compensation .............................. 117 
         Section 3.07          Replacement of Lenders under Certain Circumstances .............................. 119 
         Section 3.08          Survival ...................................................................................................... 120 
ARTICLE IV.  CONDITIONS PRECEDENT TO CREDIT EXTENSIONS ........................................ 120 
         Section 4.01          Conditions to Initial Credit Extension ........................................................ 120 
         Section 4.02          Conditions to All Credit Extensions ........................................................... 123 
ARTICLE V.  REPRESENTATIONS AND WARRANTIES .............................................................. 123 
         Section 5.01          Existence, Qualification and Power; Compliance with Laws .................... 123 
         Section 5.02          Authorization; No Contravention ............................................................... 124 
         Section 5.03          Governmental Authorization; Other Consents ........................................... 124 
                                                     -i- 
LEGAL_US_E # 103023888.27
                                            TABLE OF CONTENTS 
                                                    (continued) 
                                                                                                              Page 
         Section 5.04          Binding Effect ............................................................................................ 124 
         Section 5.05          Financial Statements; No Material Adverse Effect .................................... 124 
         Section 5.06          Litigation .................................................................................................... 125 
         Section 5.07          Compliance with Laws ............................................................................... 125 
         Section 5.08          Ownership of Property; Liens .................................................................... 125 
         Section 5.09          Environmental Matters ............................................................................... 126 
         Section 5.10          Taxes .......................................................................................................... 126 
         Section 5.11          ERISA and Canadian Benefit Plan Compliance ........................................ 126 
         Section 5.12          Subsidiaries; Equity Interests ..................................................................... 127 
         Section 5.13          Margin Regulations; Investment Company Act ......................................... 128 
         Section 5.14          Disclosure ................................................................................................... 128 
         Section 5.15          Labor Matters ............................................................................................. 128 
         Section 5.16          Insurance .................................................................................................... 128 
         Section 5.17          Intellectual Property; Licenses, Etc ............................................................ 128 
         Section 5.18          Solvency ..................................................................................................... 129 
         Section 5.19          OFAC; Canadian Sanctions Legislation; AML Legislation; FCPA ........... 129 
         Section 5.20          Security Documents ................................................................................... 130 
ARTICLE VI.  AFFIRMATIVE COVENANTS ................................................................................... 131 
         Section 6.01          Financial Statements .................................................................................. 131 
         Section 6.02          Certificates; Other Information .................................................................. 133 
         Section 6.03          Notices ........................................................................................................ 135 
         Section 6.04          Payment of Taxes ....................................................................................... 135 
         Section 6.05          Preservation of Existence, Etc .................................................................... 136 
         Section 6.06          Maintenance of Properties .......................................................................... 136 
         Section 6.07          Maintenance of Insurance .......................................................................... 136 
         Section 6.08          Compliance with Laws ............................................................................... 136 
         Section 6.09          Books and Records ..................................................................................... 137 
         Section 6.10          Inspection Rights ........................................................................................ 137 
         Section 6.11          Additional Collateral; Additional Guarantors ............................................ 137 
         Section 6.12          Compliance with Environmental Laws ...................................................... 139 
         Section 6.13          Further Assurances ..................................................................................... 139 
         Section 6.14          Maintenance of Ratings .............................................................................. 139 
         Section 6.15          Post-Closing Matters .................................................................................. 140 
         Section 6.16          Changes in Fiscal Year ............................................................................... 140 
         Section 6.17          Use of Proceeds .......................................................................................... 140 
         Section 6.18          Canadian Benefit Plans .............................................................................. 140 
         Section 6.19          Interest Rate Hedging ................................................................................. 140 
ARTICLE VII.  NEGATIVE COVENANTS .......................................................................................... 140 
         Section 7.01          Liens ........................................................................................................... 140 
         Section 7.02          Investments................................................................................................. 144 
         Section 7.03          Indebtedness ............................................................................................... 146 
         Section 7.04          Sale and Leaseback Transactions ............................................................... 149 
         Section 7.05          Dispositions; Mergers and Acquisitions ..................................................... 149 
         Section 7.06          Restricted Payments ................................................................................... 151 
         Section 7.07          Change in Nature of Business .................................................................... 153 
         Section 7.08          Transactions with Affiliates ....................................................................... 154 
         Section 7.09          Burdensome Agreements; Restricted Indebtedness Payments ................... 155 
         Section 7.10          Financial Covenant ..................................................................................... 157 
                                                     -ii- 
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                                            TABLE OF CONTENTS 
                                                    (continued) 
                                                                                                              Page 
         Section 7.11          Swap Agreements ....................................................................................... 158 
         Section 7.12          Designation of Subsidiaries ........................................................................ 158 
ARTICLE VIII. EVENTS OF DEFAULT AND REMEDIES ................................................................ 159 
         Section 8.01          Events of Default ........................................................................................ 159 
         Section 8.02          Remedies Upon Event of Default ............................................................... 162 
         Section 8.03          Exclusion of Immaterial Subsidiaries ......................................................... 162 
         Section 8.04          Application of Funds .................................................................................. 162 
         Section 8.05          Borrower’s Right to Cure ........................................................................... 163 
ARTICLE IX.  ADMINISTRATIVE AGENT AND OTHER AGENTS .............................................. 164 
         Section 9.01          Appointment and Authorization of Agents ................................................ 164 
         Section 9.02          Delegation of Duties ................................................................................... 166 
         Section 9.03          Liability of Agents ..................................................................................... 166 
         Section 9.04          Reliance by Agents ..................................................................................... 166 
         Section 9.05          Notice of Default ........................................................................................ 167 
         Section 9.06          Credit Decision; Disclosure of Information by Agents .............................. 167 
         Section 9.07          Indemnification of Agents .......................................................................... 167 
         Section 9.08          Agents in Their Individual Capacities ........................................................ 168 
         Section 9.09          Successor Agents ........................................................................................ 168 
         Section 9.10          Administrative Agent May File Proofs of Claim ....................................... 169 
         Section 9.11          Collateral and Guaranty Matters ................................................................ 169 
         Section 9.12          Other Agents; Lead Arrangers and Managers ............................................ 170 
         Section 9.13          Appointment of Supplemental Agents ....................................................... 171 
         Section 9.14          Withholding Tax Indemnity ....................................................................... 171 
ARTICLE X.  MISCELLANEOUS ...................................................................................................... 172 
         Section 10.01          Amendments, Etc ....................................................................................... 172 
         Section 10.02          Notices and Other Communications; Facsimile Copies ............................. 175 
         Section 10.03          No Waiver; Cumulative Remedies ............................................................. 176 
         Section 10.04          Attorney Costs and Expenses ..................................................................... 176 
         Section 10.05          Indemnification by the Borrower ............................................................... 177 
         Section 10.06          Payments Set Aside .................................................................................... 178 
         Section 10.07          Successors and Assigns .............................................................................. 178 
         Section 10.08          Confidentiality ............................................................................................ 186 
         Section 10.09          Setoff .......................................................................................................... 187 
         Section 10.10          Interest Rate Limitation .............................................................................. 187 
         Section 10.11          Counterparts ............................................................................................... 188 
         Section 10.12          Integration; Termination ............................................................................ 188 
         Section 10.13          Survival of Representations and Warranties .............................................. 188 
         Section 10.14          Severability................................................................................................. 188 
         Section 10.15          GOVERNING LAW .................................................................................. 188 
         Section 10.16          WAIVER OF RIGHT TO TRIAL BY JURY ............................................ 189 
         Section 10.17          Binding Effect ............................................................................................ 189 
         Section 10.18          AML Legislation ........................................................................................ 190 
         Section 10.19          No Advisory or Fiduciary Responsibility .................................................. 190 
         Section 10.20          Electronic Execution of Assignments ........................................................ 191 
         Section 10.21          Effect of Certain Inaccuracies .................................................................... 191 
         Section 10.22          Judgment Currency .................................................................................... 191 
                                                     -iii- 
LEGAL_US_E # 103023888.27
                                            TABLE OF CONTENTS 
                                                    (continued) 
                                                                                                              Page 
ARTICLE XI.  GUARANTY ................................................................................................................. 192 
         Section 11.01          The Guaranty .............................................................................................. 192 
         Section 11.02          Obligations Unconditional ......................................................................... 192 
         Section 11.03          Reinstatement ............................................................................................. 193 
         Section 11.04          Subrogation; Subordination ........................................................................ 193 
         Section 11.05          Remedies .................................................................................................... 194 
         Section 11.06          Instrument for the Payment of Money ....................................................... 195 
         Section 11.07          Continuing Guaranty .................................................................................. 195 
         Section 11.08          General Limitation on Guarantee Obligations ........................................... 195 
         Section 11.09          Information ................................................................................................. 195 
         Section 11.10          Release of Guarantors ................................................................................ 195 
         Section 11.11          Right of Contribution ................................................................................. 196 
         Section 11.12          Keepwell..................................................................................................... 196 
                                                     -iv- 
LEGAL_US_E # 103023888.27
 
SCHEDULES 
         1.01A          Commitments and L/C Sublimit 
         1.01B          Disqualified Lenders 
         1.01C          Collateral Documents 
         1.01D          Existing Letters of Credit 
         1.01E          Excluded Subsidiaries 
         5.05          Certain Liabilities 
         5.08          Ownership of Property 
         5.09(a)          Environmental Matters 
         5.12          Subsidiaries and Other Equity Investments 
         5.16          Insurance 
         6.15           Post-Closing Matters 
         7.01          Existing Liens 
         7.02          Existing Investments 
         7.03          Existing Indebtedness 
         7.08          Transactions with Affiliates 
         10.02          Administrative Agent’s Office, Certain Addresses for Notices 
 
EXHIBITS 
         Form of 
         A          Committed Loan Notice 
         B-1          Swing Line Loan Notice 
         B-2          Letter of Credit Request 
         B-3          Prepayment Notice 
         C-1          Term Note 
         C-2          Revolving Credit Note 
         C-3          Swing Line Note 
         D-1          Compliance Certificate 
         D-2          Solvency Certificate 
         E          Assignment and Assumption 
         F-1          First Lien Canadian Security Agreement 
         F-2          First Lien Canadian Pledge Agreement 
         F-3          First Lien U.S. Security Agreement 
         G          Perfection Certificate 
         H          Intercompany Note 
         I-1          First Lien Intercreditor Agreement 
         I-2          Junior Lien Intercreditor Agreement 
         J          [Reserved] 
         K          Administrative Questionnaire 
         L-1          Affiliated Lender Assignment and Assumption 
         L-2          Affiliated Lender Notice 
         L-3          Acceptance and Prepayment Notice 
         L-4          Discount Range Prepayment Notice 
         L-5          Discount Range Prepayment Offer 
         L-6          Solicited Discounted Prepayment Notice 
         L-7          Solicited Discounted Prepayment Offer 
         L-8          Specified Discount Prepayment Notice 
         L-9          Specified Discount Prepayment Response 
           
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LEGAL_US_E # 103023888.27
 
                                    FIRST LIEN CREDIT AGREEMENT 
         This  FIRST  LIEN  CREDIT  AGREEMENT  is  entered  into  as  of  April  18,  2013  (as  amended, 
restated, supplemented or otherwise modified from time to time after the date hereof, this “Agreement”) 
among  LIVINGSTON  INTERNATIONAL  INC.,  a  corporation  amalgamated  under  the  laws  of  the 
Province  of  Ontario  (the  “Borrower”), the  Guarantors  party  hereto from  time  to  time,  ROYAL  BANK 
OF CANADA, as Administrative Agent, Collateral Agent, Swing Line Lender and L/C Issuer, and each 
lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”). 
                                        PRELIMINARY STATEMENTS 
                     
                  1.                  The  Borrower  intends  to  repay  all  indebtedness  of  the  Borrower  outstanding 
under the Amended and Restated Credit Agreement, dated as of November 9, 2010, among the Borrower, 
the guarantors party thereto, the lenders party thereto, and Royal Bank of Canada, as administrative agent 
(the “Existing Credit Agreement”), terminate all commitments to extend credit thereunder and release 
and discharge all security and guarantees in respect thereof. 
                     
                  2.                  The  Borrower intends  to  repay  (i) all indebtedness  of  the  Borrower outstanding 
(approximately  U.S.  $35,000,000)  under  the  notes  due  November  30,  2015,  issued  by  the  Borrower  in 
favor  of  CPPIB  Sub  (as  hereinafter  defined)  and  (ii)  all  indebtedness  of  the  Borrower  outstanding 
(approximately  Cdn.  $42,700,000)  under  the  notes  due  November  30,  2015,  issued  by  the  Borrower  in 
favor of Canco (as hereinafter defined) (collectively, clauses (i) and (ii), the “Existing Sponsor Interest 
Bearing Notes”). 
                     
                  3.                  The  Borrower  intends  to  repurchase  the  Borrower’s  outstanding  Cdn. 
$135,000,000 10.125% Notes due 2015 (the “Existing Notes”), issued by the Borrower pursuant to the 
Indenture, dated as of November 9, 2010 (the “Existing Notes Indenture”), pursuant to a repurchase by 
way of a tender offer for the Existing Notes commenced on March 5, 2013 with settlement occurring on 
or prior to the Closing Date (as hereinafter defined), which tender offer includes a consent solicitation to 
amend the Existing Notes Indenture to eliminate or modify substantially all of the restrictive covenants, 
certain events of default and certain other provisions in the Existing Notes Indenture (the “Existing Notes 
Tender”). 
                  4.                                       The Borrower intends to convert or exchange into Qualified Equity Interests all 
outstanding  indebtedness  of  the  Borrower  held  by  the  Sponsors,  the  Sponsor  Holdcos  or  any  other 
Affiliate  of  the  Borrower  or  any  officer,  director  or  shareholder  in  each  case  thereof  (other  than 
indebtedness under the Existing Credit Agreement, the Existing Sponsor Interest Bearing Notes and the 
Existing Notes) (the “Equity Conversion”; the transactions described in this Preliminary Statement (4) 
and the foregoing Preliminary Statements (1), (2) and (3), the “Refinancing”). 
                  5.                                       (a) The proceeds of (i) the Initial Term Loans, together with the proceeds of (ii) 
the  Second  Lien  Term  Loans,  shall  be  used  by  the  Borrower  to  directly  or  indirectly  finance  the 
Refinancing  and  fees  and  expenses  incurred  in  connection  therewith  and  (b)  the  proceeds  of  the  Initial 
Revolving  Borrowing,  if  any,  shall  be  used  by  the  Borrower  to  directly  or  indirectly  finance  the 
Refinancing and fees and expenses incurred in connection therewith and for general corporate purposes. 
                     
                  6.                  The  applicable  Lenders  have  indicated  their  willingness  to  lend  and  the  L/C 
Issuer has indicated its willingness to issue Letters of Credit, in each case, on the terms and subject to the 
conditions set forth herein. 
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LEGAL_US_E # 103023888.27
 
         In  consideration  of  the  mutual  covenants  and  agreements  herein  contained,  the  parties  hereto 
covenant and agree as follows: 
                                                    ARTICLE I. 
                                       Definitions and Accounting Terms 
                                    
                  SECTION 1.01                  Defined Terms. As used in this Agreement, the following terms shall 
have the meanings set forth below: 
         “Acceptable Discount” has the meaning set forth in Section 2.05(a)(v)(D)(2). 
         “Acceptable Prepayment Amount” has the meaning set forth in Section 2.05(a)(v)(D)(3). 
         “Acceptance  and  Prepayment  Notice”  means  a  notice  of  the  Borrower’s  acceptance  of  the 
Acceptable Discount in substantially the form of Exhibit L-3. 
         “Acceptance Date” has the meaning set forth in Section 2.05(a)(v)(D)(2). 
         “Additional Lender” has the meaning set forth in Section 2.14(c). 
         “Additional Refinancing Lender” has the meaning set forth in Section 2.15(a). 
         “Administrative  Agent”  means  Royal  Bank  of  Canada,  in  its  capacity  as  administrative  agent 
under any of the Loan Documents, or any successor administrative agent. 
         “Administrative Agent’s Office” means the Administrative Agent’s address and account as set 
forth on Schedule 10.02, or such other address or account as the Administrative Agent may from time to 
time notify the Borrower and the Lenders. 
         “Administrative Questionnaire” means an Administrative Questionnaire in the form of Exhibit 
K or such other form as may be supplied from time to time by the Administrative Agent. 
         “Affiliate” means, with respect to any Person, another Person that directly, or indirectly through 
one  or  more  intermediaries,  Controls  or  is  Controlled  by  or  is  under  common  Control  with  the  Person 
specified.  “Control”  means  the  possession,  directly  or  indirectly,  of  the  power  to  direct  or  cause  the 
direction of the management or policies of a Person, whether through the ability to exercise voting power, 
by contract or otherwise.  “Controlling” and “Controlled” have meanings correlative thereto. 
         “Affiliated Lender”          means a Person that is (a) a Sponsor or any other Affiliate of the Borrower, 
including any Non-Debt Fund Affiliates and (b) an officer, director or employee of the Borrower or any 
of  its  Subsidiaries  (or  any  of  the  foregoing  who  ceases  to  be  such  an  officer,  director  or  employee,  as 
applicable,  on  or  after  the  Closing  Date)  or  any  Person  that  is  Controlled  by  one  or  more  of  any  such 
Persons; provided that “Affiliated Lenders” shall not include the Borrower, any of its Subsidiaries or any 
Debt Fund Affiliate. 
         “Affiliated  Lender  Assignment  and  Assumption”  has  the  meaning  set  forth  in 
Section 10.07(l)(i). 
         “Affiliated Lender Cap” has the meaning set forth in Section 10.07(l)(iii). 
         “Agent-Related  Persons”  means  the  Agents,  together  with  their  respective  Affiliates,  and  the 
officers,  directors,  employees,  partners,  agents,  advisors,  attorneys-in-fact  and  other  representatives  of 
such Persons and Affiliates. 
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LEGAL_US_E # 103023888.27
 
         “Agents”  means,  collectively,  the  Administrative  Agent,  the  Collateral  Agent  and  the 
Supplemental Agents (if any). 
         “Aggregate Commitments” means the Commitments of all the Lenders. 
         “Agreement”  means  this  First  Lien  Credit  Agreement,  as  the  same  may  be  amended,  restated, 
supplemented or otherwise modified from time to time. 
         “All-In Yield” means, as to any Indebtedness, the yield thereof, whether in the form of interest 
rate, margin, OID, upfront fees, a Eurocurrency Rate, BA Rate, Base Rate or Canadian Prime Rate floor 
greater than the “floor” then in effect on the Term Loans and Revolving Credit Loans, as applicable, or 
otherwise; provided that OID and upfront fees shall be equated to interest rate assuming a 4-year life to 
maturity (or, if less, the stated life to maturity at the time of its incurrence of the applicable Indebtedness); 
and  provided,  further,  that  “All-In  Yield”  shall  not  include  arrangement  fees,  structuring  fees, 
commitment  fees,  underwriting  fees  or  other  fees  payable  to  any  lead  arranger  (or  its  affiliates)  in 
connection with the commitment or syndication of such Indebtedness. 
         “AML Legislation” means the USA Patriot Act and the Proceeds of Crime (Money Laundering) 
and Terrorist Financing Act (Canada). 
         “Amortizing Amount” means the aggregate principal amount of all Initial Term Loans. 
         “Applicable Discount” has the meaning set forth in Section 2.05(a)(v)(C)(2). 
         “Applicable ECF Percentage” means, for any fiscal year, (a) 50% if the Consolidated Secured 
Leverage Ratio as of the last day of such fiscal year is greater than 4.00:1.00, (b) 25% if the Consolidated 
Secured Leverage Ratio as of the last day of such fiscal year is less than or equal to 4.00:1.00 but greater 
than  3.50:1.00  and  (c)  0%  if  the  Consolidated  Secured  Leverage  Ratio  as  of  the  last  day  of  such  fiscal 
year is less than or equal to 3.50:1.00. 
         “Applicable Period” has the meaning set forth in Section 10.21. 
         “Applicable Rate” means a percentage per annum equal to: 
                               
                           (a)                           with respect to the Initial Term Loans, (i) for Eurocurrency Rate Loans 
         3.75%,  (ii)  Bankers’  Acceptances  and  BA  Equivalent  Loans  4.50%,    (iii)  for  Base  Rate  Loans 
         2.75% and (iv) Canadian Prime Rate Loans 3.50%; and 
                           (b)                                                          with  respect  to  Revolving  Credit  Loans,  Letter  of  Credit  fees  and 
         commitment  fees  on  the  unused  Revolving  Credit  Commitments,  the  following  percentages  per 
         annum,  based  upon  the  Consolidated  Total  Leverage  Ratio  as  set  forth  in  the  most  recent 
         Compliance Certificate received by the Administrative Agent pursuant to Section 6.02(a): 
                                                           Applicable Rate 
   Pricing Level    Consolidated Total                         Eurocurrency Rate                                                 Base Rate Loans                                                                          Unused 
                          Leverage Ratio                           Loans, Bankers’                                                   and Canadian                                                                            Commitment Fee 
                                                 Acceptances, BA                                                  Prime Rate Loans                                                                          Rate 
                                                 Equivalent Loans 
                                                   and Letter of 
                                                    Credit Fees 
                                                     3 
LEGAL_US_E # 103023888.27
 
          1           < 3.25:1.00                             2.75%                                                        1.75%                                                                                0.55% 
          2           > 3.25:1.00 and <                          3.00%                                                        2.00%                                                                                0.60% 
                             3.75:1.00 
          3           > 3.75:1.00 and <                          3.25%                                                        2.25%                                                                                0.65% 
                             4.25:1.00 
          4           > 4.25:1.00 and <                          3.50%                                                        2.50%                                                                                0.70% 
                             4.75:1.00 
          5           > 4.75:1.00 and <                          3.75%                                                        2.75%                                                                                0.75% 
                             5.25:1.00 
          6           > 5.25:1.00                             4.00%                                                        3.00%                                                                                0.80% 
                                                            
         Any  increase  or  decrease  in  the  Applicable  Rate  resulting  from  a  change  in  the  Consolidated 
Total Leverage Ratio shall become effective as of the first Business Day immediately following the date a 
Compliance  Certificate  is  delivered  pursuant  to  Section  6.02(a);  provided  that  at  the  option  of  the 
Administrative Agent or the Required Lenders, the highest pricing level (i.e., Pricing Level 6) shall apply 
(x)  as  of  the  first  Business  Day  after  the  date  on  which  a  Compliance  Certificate  was  required  to  have 
been delivered but was not delivered, and shall continue to so apply to and including the date on which 
such  Compliance  Certificate  is  so  delivered  (and  thereafter  the  pricing  level  otherwise  determined  in 
accordance with this definition shall apply) and (y) as of the first Business Day after an Event of Default 
under Section 8.01(a), (f) or (g) shall have occurred and be continuing, and shall continue to so apply to 
but excluding the date on which such Event of Default is cured or waived (and thereafter the pricing level 
otherwise determined in accordance with this definition shall apply). 
         “Appropriate Lender” means, at any time, (a) with respect to Loans of any Class, the Lenders of 
such Class, (b) with respect to Letters of Credit, (i) the relevant L/C Issuers and (ii) the Revolving Credit 
Lenders and (c) with respect to the Swing Line Facility, (i) the Swing Line Lender and (ii) if any Swing 
Line Loans are outstanding pursuant to Section 2.04(a), the Revolving Credit Lenders. 
         “Approved Fund” means, with respect to any Lender, any Fund that is administered, advised or 
managed by (a) such Lender, (b) an Affiliate of such Lender or (c) an entity or an Affiliate of an entity 
that administers, advises or manages such Lender. 
         “Asset Acquisition” means any Permitted Business Acquisition, the aggregate consideration for 
which exceeds $4,000,000. 
         “Asset  Disposition”  means  any  sale,  transfer  or  other  disposition  by  the  Borrower  or  any 
Restricted  Subsidiary  to  any  Person  other  than  the  Borrower  or  any  Restricted  Subsidiary  to  the  extent 
otherwise permitted hereunder of any asset or group of related assets (other than inventory or other assets 
sold, transferred or otherwise disposed of in the ordinary course of business) in one or a series of related 
transactions, the Net Proceeds from which exceed $4,000,000. 
         “Assignees” has the meaning set forth in Section 10.07(b). 
         “Assignment and Assumption” means an Assignment and Assumption substantially in the form 
of Exhibit E. 
                                                     4 
LEGAL_US_E # 103023888.27
 
         “Assignment Taxes” has the meaning specified in Section 3.01(b). 
         “Attorney Costs” means and includes all reasonable fees, expenses and disbursements of any law 
firm or other external legal counsel. 
         “Available  Cumulative  Retained  Excess  Cash  Flow  Amount”  means,  at  any  date,  the 
Cumulative  Retained  Excess  Cash  Flow  Amount  minus  (a)  any  amounts  thereof  used  to  make 
Investments  pursuant to  Section  7.02(a)(y)  and/or  clause  (ii)  of  Section  7.02(i)  (in  each  case  other  than 
amounts  used  to  make  any  such  Investment  in  respect  of  subclause  (a)(II)  of  the  Available  Investment 
Basket  Amount)  after  the  Closing  Date,  in  each  case  on  or  prior  to  such  date,  minus  (b)  the  aggregate 
amount of Restricted Payments made pursuant to Section 7.06(e)(i) after the Closing Date, minus (c) the 
aggregate amount of payments, purchases and redemptions made after the Closing Date and on or prior to 
such date pursuant to Section 7.09(b)(i)(E)(1). 
         “Available Investment Basket Amount” means, on any date of determination, an amount equal 
to (a)(I) the Cumulative Retained Excess Cash Flow Amount on such date plus (II) the aggregate amount 
of  proceeds  received  after  the  Closing  Date  and  prior  to  such  date  that  would  have  constituted  Net 
Proceeds pursuant to clause (a) of the definition thereof except for the operation of clause (x) or (y) of the 
second  proviso  thereof  minus  (b)  any  amounts  thereof  used  to  make  Investments  pursuant  to  Section 
7.02(a)(y) and/or clause (ii) of Section 7.02(i) after the Closing Date, in each case on or prior to such date, 
minus  (c)  the  aggregate  amount  of  Restricted  Payments  made  pursuant  to  Section  7.06(e)(i)  after  the 
Closing  Date,  minus  (d)  the  aggregate  amount  of  payments,  purchases  and  redemptions  made  after  the 
Closing Date and on or prior to such date pursuant to Section 7.09(b)(i)(E)(1). 
         “Auction  Agent”  means  (a)  the  Administrative  Agent  or  (b)  any  other  financial  institution  or 
advisor employed by the Borrower (whether or not an Affiliate of the Administrative Agent) to act as an 
arranger  in  connection  with  any  Discounted  Term  Loan  Prepayment  pursuant  to  Section 2.05(a)(v); 
provided that the Borrower shall not designate the Administrative Agent as the Auction Agent without the 
written consent of the Administrative Agent (it being understood that the Administrative Agent shall be 
under no obligation to agree to act as the Auction Agent); provided, further, that neither the Borrower nor 
any of its Affiliates may act as the Auction Agent. 
         “Audited Financial Statements” means the audited consolidated balance sheets of the Borrower 
and its Subsidiaries as of each of December 31, 2012, 2011 and 2010 and related consolidated statements 
of income, shareholders’ equity and cash flows of the Borrower and its Subsidiaries for the fiscal years 
ended December 31, 2012, 2011 and 2010. 
         “Auto-Extension Letter of Credit” has the meaning set forth in Section 2.03(b)(iii). 
         “BA  Equivalent  Loan”  means  any  Loan  in  Canadian  Dollars  bearing  interest  at  a  rate 
determined by reference to the BA Rate in accordance with the provisions of Article II. 
         “BA  Fee”    means  any  amount  calculated  by  multiplying  the  face  amount  of  each  Bankers’ 
Acceptance or BA Equivalent Loan by the Applicable Rate, and then multiplying the result by a fraction, 
the numerator of which is the duration of its term on the basis of the actual number of days to elapse from 
and  including  the  date  of  acceptance  of  a  Bankers’  Acceptance  or  date of  issuance  of a  BA  Equivalent 
Loan by the applicable Lender up to but excluding the maturity date of such Bankers’ Acceptance or BA 
Equivalent Loan and the denominator of which is the number of days in the calendar year in question. 
         “BA Proceeds” means in respect of any Bankers’ Acceptance, an amount calculated on the date 
of  the  applicable  Credit  Extension  which is  (rounded  to  the  nearest  full  cent,  with  one  half  of  one  cent 
being rounded up) equal to the face amount of such Bankers’ Acceptance multiplied by the price, where 
                                                     5 
LEGAL_US_E # 103023888.27
 
the price is calculated by dividing one by the sum of one plus the product of (i) the BA Rate applicable 
thereto expressed as a decimal fraction multiplied by (ii) a fraction, the numerator of which is the term of 
such Bankers’ Acceptance and the denominator of which is 365, which calculated price will be rounded 
to the nearest multiple of 0.001%. 
         “BA Rate” means with respect to an issue of Bankers’ Acceptances in Canadian Dollars with the 
same maturity date or a Borrowing of BA Equivalent Loans, (a) for a Schedule I Lender, (i) the rate of 
interest per annum equal to the rates applicable to Bankers’ Acceptances or BA Equivalent Loans having 
an identical or comparable term as the proposed BA Equivalent Loan or Bankers’ Acceptance, displayed 
and identified as such on the display referred to as the “CDOR Page” (or any display substituted therefor) 
of Reuter Monitor Money Rates Service as at or about 10:00 A.M. (Toronto time) of such day (or, if such 
day is not a Business Day, as of 10:00 A.M. (Toronto time) on the immediately preceding Business Day), 
or (ii) if such rates do not appear on the CDOR Page at such time and on such date, the rate for such date 
will be the annual discount rate (rounded upward to the nearest whole multiple of 1/100 of 1.0%) as of 
10:00 A.M. (Toronto time) on such day at which the Administrative Agent is then offering to purchase 
Bankers’  Acceptances  accepted  by  it  having  such  specified  term  (or  a  term  as  closely  as  possible 
comparable  to  such  specified  term)  and  (b)  for  a  Lender  that  is  not  a  Schedule  I  Lender,  (x)  for  the 
proposed  Bankers  Acceptances,  the  lesser  of  (i)  the  arithmetic  average  of  the  annual  discount  rates  for 
Bankers’  Acceptances  for  such  term  quoted  by  such  financial  institutions  as  the  Administrative  Agent 
may reasonably select at or about 10:00 A.M. (Toronto time) and (ii) the annual discount rate applicable 
to  Bankers’  Acceptances  as  determined  for  the  Schedule  I  Lenders  in  (a)  above  for  the  same  Bankers’ 
Acceptances  issue  plus  10  basis  points;  and  (y)  for  the  proposed  BA  Equivalent  Loan,  the  rate  as 
determined for the Schedule I Lender in (a) above plus 10 basis points; provided that, solely with respect 
to the Initial Term Loans, the BA Rate shall be deemed to be not less than 1.25% per annum.  
         “Bankers’ Acceptance” and “B/A” means a bill of exchange within the meaning of the Bills of 
Exchange  Act  (Canada),  including  a  depository  bill issued  in accordance  with  the  Depository  Bills  and 
Notes Act (Canada), denominated in Canadian Dollars, drawn by the Borrower and accepted by a Lender 
in accordance herewith and includes a Discount Note. 
         “Base Rate” means, for any day, a rate per annum equal to the greatest of (a) the Federal Funds 
Rate  in  effect  on  such  day  plus  1/2  of  1%,  (b)  the  Prime  Rate  in  effect  for  such  day  and  (c)  the 
Eurocurrency Rate for a one-month Interest Period plus 1.00%; provided that for the avoidance of doubt, 
the  Eurocurrency  Rate  for any  day  shall  be based  on the rate  determined  on such  day  at approximately 
11:00 a.m. (London time) by reference to the British Bankers’ Association as an authorized vendor for the 
purpose of displaying such rates) on such day; it being understood that, for the avoidance of doubt, solely 
with  respect  to  the  Initial  Term  Loans,  the  Base  Rate  shall  be  deemed  to  be  not  less  than  2.25%  per 
annum.    If  the  Administrative  Agent  shall  have  determined  (which  determination  shall  be  conclusive 
absent manifest error) that it is unable to ascertain the Federal Funds Rate for any reason, including the 
inability  or  failure  of  the  Administrative  Agent  to  obtain  sufficient  quotations  in  accordance  with  the 
terms  of  the  definition  thereof,  the  Base  Rate  shall  be  determined  without  regard  to  clause  (a)  of  the 
preceding sentence until the circumstances giving rise to such inability no longer exist.  Any change in the 
Base Rate due to a change in the Prime Rate, the Federal Funds Rate or the Eurocurrency Rate shall be 
effective  on  the  effective  date  of  such  change  in  the  Prime  Rate,  the  Federal  Funds  Rate  or  the 
Eurocurrency Rate, as the case may be. 
         “Base Rate Loan” means a Loan that bears interest based on the Base Rate. 
         “BIA” means the Bankruptcy and Insolvency Act (Canada). 
         “Board of Directors” means, with respect to any Person, (i) in the case of any corporation, the 
board of directors of such Person, (ii) in the case of any limited liability company, the board of managers 
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LEGAL_US_E # 103023888.27
 
of such Person, (iii) in the case of any partnership, the Board of Directors of the general partner of such 
Person and (iv) in any other case, the functional equivalent of the foregoing. 
         “Borrower” has the meaning set forth in the introductory paragraph to this Agreement. 
         “Borrower Materials” has the meaning set forth in Section 6.02. 
         “Borrower Offer of Specified Discount Prepayment” means the offer by any Company Party 
to  make  a  voluntary  prepayment  of  Term  Loans  at  a  Specified  Discount  to  par  pursuant  to 
Section 2.05(a)(v)(B). 
         “Borrower Solicitation of Discount Range Prepayment Offers” means the solicitation by any 
Company Party of offers for, and the corresponding acceptance by a Lender of, a voluntary prepayment of 
Term Loans at a specified range of discounts to par pursuant to Section 2.05(a)(v)(C). 
         “Borrower  Solicitation  of  Discounted  Prepayment  Offers”  means  the  solicitation  by  any 
Company  Party  of  offers  for,  and  the  subsequent  acceptance,  if  any,  by  a  Lender  of,  a  voluntary 
prepayment of Term Loans at a discount to par pursuant to Section 2.05(a)(v)(D). 
         “Borrowing”  means  a  Revolving  Credit  Borrowing,  a  Swing  Line  Borrowing  or  a  Term 
Borrowing, as the context may require. 
         “Business Day” means any day other than a Saturday, Sunday or other day on which commercial 
banks  are  authorized  to  close  under  the  Laws  of,  or  are  in  fact  closed  in,  the  state  of  New  York,  the 
province of Ontario or the state where the Administrative Agent’s Office is located and if such day relates 
to any interest rate settings as to a Eurocurrency Rate Loan, any fundings, disbursements, settlements and 
payments in respect of any such Eurocurrency Rate Loan, or any other dealings to be carried out pursuant 
to this Agreement in respect of any such Eurocurrency Rate Loan, means any such day on which dealings 
in deposits are conducted by and between banks in the London interbank eurodollar market. 
         “Canadian  Benefit  Plan”  means  any  material  plan,  fund,  program  or  policy,  whether  oral  or 
written,  formal  or  informal,  funded  or  unfunded,  insured  or  uninsured,  providing  employee  benefits, 
including medical, hospital care, dental, sickness, accident, disability, life insurance, pension, retirement 
or savings benefits, under which any Loan Party has any liability with respect to any of its employees or 
former employees employed in Canada, and includes any Canadian Pension Plan but excludes any plan, 
fund,  program  or  policy  established  pursuant  to  provincial  or  federal  Law  and  any  plans  to  which  any 
Loan  Party  contributes  which  are  not  maintained  or  administered  by  the  Loan  Party  or  any  of  its 
Affiliates. 
         “Canadian DB Plan” shall mean each Canadian Pension Plan that is a defined benefit pension 
plan or which contains a defined benefit pension provision contributed to or required to be contributed to 
by the Borrower or any one or more of its Subsidiaries and that is or is required to be registered under the 
PBA. 
         “Canadian Dollars”, “Cdn. $” and “$” each mean lawful money of Canada. 
         “Canadian Dollar  Equivalent”  means,  on  any  date  of  determination,  (a)  with  respect  to  any 
amount in Canadian Dollars, such amount, and (b) with respect to any amount in any other currency, the 
equivalent  in  Canadian  Dollars  of  such  amount,  determined  by  the  Administrative  Agent  pursuant  to 
Section  1.09  using  the  Exchange  Rate  with  respect  to  such  currency  at  the  time  in  effect  under  the 
provisions of such Section. 
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         “Canadian  Pension  Plans”  means  each  pension  plan  required  to  be  registered  under  Canadian 
federal  or  provincial  law  that  is  maintained  or  contributed  to  by  any  Loan  Party  for  its  employees  or 
former  employees,  but  does  not  include  the  Canada  Pension  Plan  or  the  Quebec  Pension  Plan  as 
maintained by the Government of Canada or the Province of Quebec and any plans to which any Loan 
Party contributes which are not maintained or administered by the Loan Party or any of its Affiliates. 
         “Canadian Pledge Agreement” means the First Lien Canadian Pledge Agreement, substantially 
in the form of Exhibit F-2, dated as of the Closing Date, among the Borrower, certain subsidiaries of the 
Borrower and the Collateral Agent. 
         “Canadian Prime Rate” means, at any time, the annual rate of interest equal to the greater of (a) 
the annual rate from time to time publicly announced by the principal office of the Administrative Agent 
in  Toronto,  Ontario,  as  its  prime  rate  in  effect  for  determining  interest  rates  on  Canadian  Dollar 
denominated commercial loans made in Canada, (b) the annual rate of interest equal to the sum of the 30-
day CDOR Rate at such time plus 1% percent per annum and (c) solely with respect to the Initial Term 
Loans, 2.25% per annum. 
         “Canadian  Prime  Rate  Loan”  means  a  Loan  that  bears  interest  based  on  the  Canadian  Prime 
Rate. 
         “Canadian Sanctions Legislation” has the meaning set forth in Section 5.19(a). 
         “Canadian  Securities  Commissions”  means,  collectively,  the  Ontario  Securities  Commission 
and each other Canadian provincial or territorial securities regulator having jurisdiction over the Borrower 
and its Restricted Subsidiaries. 
         “Canadian  Security  Agreement”  means  the  First  Lien  Canadian  Security  Agreement, 
substantially  in  the  form  of  Exhibit  F-1,  dated  as  of  the  Closing  Date,  among  the  Borrower,  certain 
subsidiaries of the Borrower and the Collateral Agent. 
         “Canco”  means  4513380  Canada  Inc.,  a  corporation  incorporated  under  the  federal  Laws  of 
Canada. 
         “Capital  Expenditures”  means,  for  any  Person  in  respect  of  any  period,  the  aggregate  of  all 
expenditures incurred by such Person during such period that, in accordance with GAAP, are or should be 
included in “additions to property, plant or equipment” or similar items reflected in the statement of cash 
flows  of  such  Person;  provided,  however,  that  Capital  Expenditures for the  Borrower  and its  Restricted 
Subsidiaries shall not include: 
                  (a)                   expenditures to the extent they are made with proceeds of the issuance of Equity 
         Interests of the Borrower after the Closing Date to the Sponsor Holdcos, any Sponsor or Sponsor 
         Fund  Affiliate  or  any  other  equity  holder  of  the  Borrower  or  with  funds  that  would  have 
         constituted Net Proceeds under clause (a) of the definition of the term “Net Proceeds” (but that 
         will not constitute Net Proceeds as a result of the first proviso to such clause (a)), 
                  (b)                   expenditures  of  proceeds  of  insurance  settlements,  condemnation  awards  and 
         other settlements in respect of lost, destroyed, damaged or condemned assets, equipment or other 
         property  to  the  extent  such  expenditures  are  made  to  replace  or  repair  such  lost,  destroyed, 
         damaged  or  condemned  assets,  equipment  or  other  property  or  otherwise  to  acquire,  maintain, 
         develop,  construct,  improve,  upgrade  or repair  assets  or  properties  useful in  the  business  of the 
         Borrower and the Restricted Subsidiaries within 18 months of receipt of such proceeds, 
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                  (c)                   interest capitalized in accordance with GAAP during such period, 
                  (d)                   expenditures  that  are  accounted  for  as  capital  expenditures  of  such  Person  and 
         that actually are paid for by a third party (excluding the Borrower or any Restricted Subsidiary) 
         and for which neither the Borrower nor any Restricted Subsidiary has provided or is required to 
         provide or incur, directly or indirectly, any consideration or obligation to such third party or any 
         other Person (whether before, during or after such period), 
                  (e)                   expenditures  that  are  accounted  for  as  capital  expenditures  of  such  Person  in 
         connection  with  the  Vastera  Acquisition  that  are  directly  or  indirectly  funded  or  paid  for  by  a 
         third party (excluding the Borrower or any Restricted Subsidiary), 
                  (f)                   the book value of any asset owned by such Person prior to or during such period 
         to  the  extent  that  such  book  value  is  included  as  a  capital  expenditure  during  such  period  as  a 
         result  of  such  Person  reusing  or  beginning  to  reuse  such  asset  during  such  period  without  a 
         corresponding  expenditure  actually  having  been  made  in  such  period,  provided  that  (i)  any 
         expenditure  necessary  in  order  to  permit  such  asset  to  be  reused  shall  be  included  as  a  Capital 
         Expenditure  during  the  period  that  such  expenditure  actually  is  made  and  (ii)  such  book  value 
         shall have been included in Capital Expenditures when such asset was originally acquired, 
                  (g)                   the  purchase  price  of  equipment  purchased during  such  period to the  extent the 
         consideration therefor consists of any combination of (i) used or surplus equipment traded in at 
         the time of such purchase and (ii) the proceeds of a concurrent sale of used or surplus equipment, 
         in each case, in the ordinary course of business, 
                  (h)                   Investments in respect of a Permitted Business Acquisition, or 
                  (i)                   the                            purchase                                   price                                                of                                                         equipment                                                              that                                                                             is                                                                                     purchased                                                                                          substantially 
         contemporaneously with the trade-in of existing equipment to the extent that the gross amount of 
         such  purchase  price  is  reduced  by  the  credit  granted  by  the  seller  of  such  equipment  for  the 
         equipment being traded in at such time. 
          “Capital Lease Obligations” of any Person means the obligations of such Person to pay rent or 
other  amounts  under  any  lease  of  (or  other  arrangement  conveying  the  right  to  use)  real  or  personal 
property, or a combination thereof, which obligations are required to be classified and accounted for as 
capital  leases  on  a  balance  sheet  of  such  Person  under  GAAP  and,  for  purposes  hereof,  the  amount  of 
such obligations at any time shall be the capitalized amount thereof at such time determined in accordance 
with GAAP. 
         “Cash Collateral” has the meaning set forth in Section 2.03(g). 
         “Cash  Collateral  Account”  means  a  blocked  account  at  a  commercial  bank  specified  by  the 
Administrative Agent in the name of the Administrative Agent and under the sole dominion and control 
of  the  Administrative  Agent,  and  otherwise  established  in  a  manner  reasonably  satisfactory  to  the 
Administrative Agent. 
         “Cash Collateralize” has the meaning set forth in Section 2.03(g). 
         “Cash Equivalents” means: 
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                           (a)                           direct obligations of the United States of America or Canada or in each 
         case any agency thereof or obligations guaranteed by the United States of America or Canada or 
         in each case any agency thereof, in each case with maturities not exceeding two years; 
                               
                           (b)                           time deposit accounts, certificates of deposit and money market deposits 
         maturing within 180 days of the date of acquisition thereof issued by a bank or trust company that 
         is organized under the laws of the United States of America or Canada, or any state or province 
         thereof having capital, surplus and undivided profits in excess of $250,000,000 and whose long-
         term  debt,  or  whose  parent  holding  company’s  long-term  debt,  is  rated  A  (or  such  similar 
         equivalent rating or higher) by at least one nationally recognized statistical rating organization (as 
         defined in Rule 436 under the Securities Act); 
                           (c)                                                          repurchase  obligations  with  a  term  of  not  more  than  180  days  for 
         underlying securities of the types described in clause (a) above entered into with a bank meeting 
         the qualifications described in clause (b) above; 
                               
                           (d)                           commercial  paper,  maturing  not  more  than  one  year  after  the  date  of 
         acquisition,  issued  by  a  corporation  (other  than  an  Affiliate  of  the  Borrower)  organized  and  in 
         existence  under  the  laws  of  the  United  States  of  America  or  Canada  or  any  foreign  country 
         recognized by the United States of America with a rating at the time as of which any investment 
         therein is made of P-1 (or higher) according to Moody’s, A-1 (or higher) according to S&P or R-1 
         Low (or higher) according to DBRS; 
                               
                           (e)                           securities with maturities of two years or less from the date of acquisition 
         issued  or  fully  guaranteed  by  any  State,  commonwealth  or  territory  of  the  United  States  of 
         America,  or  by  any  province  of  Canada,  or  in  each  case  by  any  political  subdivision  or  taxing 
         authority thereof, and rated at least A by S&P, A-2 by Moody’s or A by DBRS; 
                               
                           (f)                           shares of mutual funds whose investment guidelines restrict 95% of such 
         funds’ investments to those satisfying the provisions of clauses (a) through (e) above; 
                               
                           (g)                           money market funds that (i) comply with the criteria set forth in Rule 2a-
         7 under the Investment Company Act of 1940, (ii) are rated AAA by S&P and Aaa by Moody’s 
         and (iii) have portfolio assets of at least $500,000,000; and 
                           (h)                                                          time deposit accounts, certificates of deposit and money market deposits 
         in an aggregate face amount not in excess of 1/2 of 1% of Consolidated Total Assets. 
         “Cash Interest Expense” means, with respect to the Borrower and its Restricted Subsidiaries on 
a  consolidated  basis  for  any  period,  Interest  Expense  for  such  period,  less  the  sum  of  (a)  pay-in-kind 
Interest  Expense  or  other  noncash  Interest  Expense  (including  as  a  result  of  the  effects  of  purchase 
accounting), (b) to the extent included in Interest Expense, the amortization of any financing fees paid by, 
or on behalf of, the Borrower or any Restricted Subsidiary, including such fees paid in connection with 
the Transactions, (c) the amortization of debt discounts, if any, or fees in respect of Swap Agreements, (d) 
cash  interest  income  of  the  Borrower  and  its  Restricted  Subsidiaries  for  such  period  and  (e)  all  non-
recurring  cash  interest  expense  consisting  of  liquidated  damages  for  failure  to  timely  comply  with 
registration rights obligations and financing fees, all as calculated on a consolidated basis in accordance 
with  GAAP;  provided  that  (i)  Cash  Interest  Expense  shall  exclude  any  one-time  financing  fees  paid  in 
connection  with  the  Transactions  or  any  amendment  of  this  Agreement  and  (ii)  Cash  Interest  Expense 
shall exclude annual agency fees paid to the Administrative Agent and/or the Collateral Agent. 
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         “Cash  Management  Obligations”  means  obligations  owed  by  the  Borrower  or  any  Restricted 
Subsidiary  to  any  Person  that  was  an  Agent,  a  Lender  or  any  Affiliate  of  an  Agent  or  Lender  on  the 
Closing Date or at the time such arrangement was entered into (each, a “Cash Management Bank”), in 
each  case  in  respect  of  any  overdraft  and  related  liabilities  arising  from  treasury,  depository,  purchase 
card and cash management services or any automated clearinghouse transfers of funds. 
         “Casualty  Event”  means  any  event  that  gives  rise  to  the  receipt  by  the  Borrower  or  any 
Restricted  Subsidiary  of  any  insurance  proceeds  or  condemnation  awards  in  respect  of  any  equipment, 
fixed assets or real property (including any improvements thereon) to replace or repair such equipment, 
fixed assets or real property. 
         “CERCLA”  means  the  Comprehensive  Environmental  Response,  Compensation  and  Liability 
Act of 1980, as subsequently amended, and the regulations promulgated thereunder. 
         “Change of Control” shall be deemed to occur if: 
                           (a)                                                          at  any  time  prior  to  a  Qualified  IPO,  any  combination  of  Permitted 
         Holders shall fail to own beneficially (within the meaning of Rule 13d-5 of the Exchange Act as 
         in effect on the Closing Date), directly or indirectly, in the aggregate Equity Interests representing 
         at  least  a  majority  of  the  aggregate  ordinary  voting  power  represented  by  the  issued  and 
         outstanding Equity Interests of the Borrower; 
                               
                           (b)                           at any time after a Qualified IPO, (i) any person or “group” (within the 
         meaning of Rules 13d-3 and 13d-5 under the Exchange Act as in effect on the Closing Date), or 
         any  Person  or  group  of  Persons  acting  jointly  or  in  concert  (within  the  meaning  of  Canadian 
         federal and provincial securities laws), other than any combination of the Permitted Holders, shall 
         have acquired beneficial ownership of 35% or more on a fully diluted basis of the voting interest 
         in the Borrower’s Equity Interests and the Permitted Holders shall own, directly or indirectly, less 
         than  such  Person  or  “group”  on  a  fully  diluted  basis  of  the  voting  interest  in  the  Borrower’s 
         Equity Interests or (ii) during each period of twelve consecutive months, the Continuing Directors 
         shall fail to comprise a majority of the board of directors of the Borrower; or 
                               
                           (c)                           a  “change  of  control”  (or  similar  change  of  control  event)  shall  occur 
         under  the  Second  Lien  Term  Loan  Facility  Credit  Agreement,  any  Indebtedness  for  borrowed 
         money  permitted  under  Section  7.03  with  an  aggregate  principal  amount  in  excess  of  the 
         Threshold Amount or any Permitted Refinancing Indebtedness in respect of any of the foregoing 
         with  an  aggregate  principal  amount  in  excess  of  the  Threshold  Amount  (subject  to  any  grace 
         periods  with  respect  thereto  and  to  the  extent  not  cured  or  waived);  provided  however, 
         notwithstanding anything to the contrary in this definition of “Change of Control,” any transfer of 
         all of the Equity Interests of the Borrower to Holdings in accordance with Section 7.05(m) shall 
         not constitute a Change of Control.   
         “Class” (a) when used with respect to any Lender, refers to whether such Lender has a Loan or 
Commitment with respect to a particular Class of Loans or Commitments, (b) when used with respect to 
Commitments,  refers  to  whether  such  Commitments  are  Revolving  Credit  Commitments,  Extended 
Revolving  Credit  Commitments  of  a  given  Extension  Series,  Revolving  Commitment  Increases,  Other 
Revolving  Credit  Commitments,  Initial  Term  B-1  Commitments,  Initial  Term  B-2  Commitments, 
Incremental Term Commitments or Refinancing Term Commitments of a given Refinancing Series and 
(c) when  used  with  respect  to  Loans  or  a  Borrowing,  refers  to  whether  such  Loans,  or  the  Loans 
comprising  such  Borrowing,  are  Revolving  Credit  Loans,  Revolving  Credit  Loans  under  Extended 
Revolving  Credit  Commitments  of  a  given  Extension  Series,  Revolving  Credit  Loans  under  Other 
Revolving  Credit  Commitments,  Initial  Term  B-1  Loans,  Initial  Term  B-2  Loans,  Incremental  Term 
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Loans,  Refinancing  Term  Loans  of  a  given  Refinancing  Series  or  Extended  Term  Loans  of  a  given 
Extension  Series.    Revolving  Credit  Commitments,  Incremental  Revolving  Credit  Commitments, 
Extended  Revolving  Credit  Commitments,  Other  Revolving  Credit  Commitments,  Initial  Term  B-1 
Commitments,  Initial  Term  B-2  Commitments,  Incremental  Term  Commitments  or  Refinancing  Term 
Commitments  (and  in  each  case,  the  Loans  made  pursuant  to  such  Commitments)  that  have  different 
terms and conditions shall be construed to be in different Classes.  Commitments (and, in each case, the 
Loans made pursuant to such Commitments) that have the same terms and conditions shall be construed 
to be in the same Class.  There shall be no more than an aggregate of three Classes of revolving credit 
facilities and five Classes of term loan facilities under this Agreement. 
         “Closing Date” means April 18, 2013, which is the first date on which all conditions precedent in 
Section 4.01 are satisfied or waived in accordance with Section 4.01. 
         “Code” means the U.S. Internal Revenue Code of 1986, as amended from time to time. 
         “Collateral”  means  (i)  the  “Collateral”  as  defined  in  the  Security  Agreements,  (ii)  all  the 
“Collateral”  or  “Pledged  Assets”  as  defined in  any  other  Collateral  Document  and  (iii)  any  other  assets 
pledged or in which a Lien is granted or purported to be granted, in each case, pursuant to any Collateral 
Document. 
         “Collateral Agent” means Royal Bank of Canada, in its capacity as collateral agent or pledgee in 
its own name under any of the Loan Documents, or any successor collateral agent. 
         “Collateral and Guarantee Requirement” means, at any time, the requirement that: 
                           (a)                                                          the Administrative Agent shall have received each Collateral Document 
         required  to  be  delivered  on  the  Closing  Date  pursuant  to  Section  4.01  or  from  time  to  time 
         pursuant to Section 6.11, Section 6.13 or Section 6.15, subject to the limitations and exceptions of 
         this Agreement, duly executed by each Loan Party (other than the Unsecured Guarantors) party 
         thereto; 
                           (b)                                                          the  Obligations  and  the  Guaranty  shall  have  been  secured  by  a  first-
         priority  security  interest  in  all  Equity  Interests  of  each  Restricted  Subsidiary  that  is  not  an 
         Excluded Subsidiary or an Unsecured Guarantor (other than Livingston Luxco S.a r.l.), directly 
         owned by any Loan Party, in each case, subject to exceptions and limitations otherwise set forth 
         in  this  Agreement  and  the  Collateral  Documents  (to  the  extent  appropriate  in  the  applicable 
         jurisdiction); 
                           (c)                                                          the  Obligations  and  the  Guaranty  shall  have  been  secured  by  a  first-
         priority  perfected  security  interest  in,  and  Mortgages  on,  substantially  all  now  owned  or,  in the 
         case of real property, fee owned, or at any time hereafter acquired tangible and intangible assets 
         of  each  Loan  Party  (other  than  the  Unsecured  Guarantors)  (including  Equity  Interests, 
         intercompany  debt,  accounts,  inventory,  equipment,  investment  property,  contract  rights, 
         intellectual  property,  other  general  intangibles,  Material  Real  Property  and  proceeds  of  the 
         foregoing),  in  each  case,  subject  to  exceptions  and  limitations  otherwise  set  forth  in  this 
         Agreement and the Collateral Documents (to the extent appropriate in the applicable jurisdiction); 
                           (d)                                                          subject to limitations and exceptions of this Agreement and the Collateral 
         Documents, to the extent a security interest in and Mortgages on any Material Real Property are 
         required  pursuant  to  clause  (c)  above  or  under  Section  6.11,  6.13  or  Section  6.15  (each,  a 
         “Mortgaged  Property”),  the  Administrative  Agent  shall  have  received  (i)  a  Mortgage  with 
         respect  to  such  Mortgaged  Property  duly  executed  and  delivered  by  the  record  owner  of  such 
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         property  in  form  suitable  for  filing,  registration  or  recording  and  together  with  duly  executed 
         authorizations and directions for the electronic execution and filing, registration or recording of 
         such  Mortgage,  in  all  filing  or  recording  offices  that  the  Administrative  Agent  may  reasonably 
         deem necessary or desirable in order to create a valid and subsisting perfected Lien (subject only 
         to Liens described in clause (ii) below) on the property and/or rights described therein in favor of 
         the  Collateral  Agent  for  the  benefit  of  the  Secured  Parties,  and  evidence  that  all  filing  and 
         recording  taxes  and  fees  have  been  paid  or  otherwise  provided  for  in  a  manner  reasonably 
         satisfactory to the Administrative Agent (it being understood that if a mortgage tax will be owed 
         on  the  entire  amount  of  the  indebtedness  evidenced  hereby,  then  the  amount  secured  by  the 
         Mortgage  shall  be  limited  to  100%  of  the  fair  market  value  of  the  property  at  the  time  the 
         Mortgage  is  entered  into  if  such  limitation  results  in  such  mortgage  tax  being  calculated  based 
         upon  such  fair  market  value),  (ii)  fully  paid  policies  of  title  insurance  (or  marked-up  title 
         insurance  commitments  having  the  effect  of  policies  of  title  insurance)  on  the  Mortgaged 
         Property naming the Collateral Agent as the insured for its benefit and that of the Secured Parties 
         and  their  respective  successors  and  assigns  (the  “Mortgage  Policies”)  issued  by  a  nationally 
         recognized  title  insurance  company  reasonably  acceptable  to  the  Administrative  Agent  in  form 
         and substance and in an amount reasonably acceptable to the Administrative Agent (not to exceed 
         100% of the fair market value of the real properties covered thereby), insuring the Mortgages to 
         be valid subsisting first priority Liens on the property described therein, free and clear of all Liens 
         other than Liens permitted pursuant to Section 7.01 and other Liens reasonably acceptable to the 
         Administrative  Agent,  each  of  which shall (A) to the  extent reasonably  necessary,  include such 
         reinsurance arrangements (with provisions for direct access, if reasonably necessary) as shall be 
         reasonably acceptable to the Collateral Agent, (B) contain a “tie-in” or “cluster” endorsement, if 
         available under applicable law (i.e., policies which insure against losses regardless of location or 
         allocated value of the insured property up to a stated maximum coverage amount), and (C) have 
         been  supplemented  by  such  endorsements  as  shall  be  reasonably  requested  by  the  Collateral 
         Agent  (including  endorsements  on  matters  relating  to  usury,  first  loss,  last  dollar,  zoning, 
         contiguity, doing business, non-imputation, public road access, variable rate, environmental lien, 
         subdivision,  mortgage  recording  tax,  separate  tax  lot,  revolving  credit  and  so-called 
         comprehensive  coverage  over  covenants  and  restrictions,  to  the  extent  such  endorsements  are 
         available  in  the  applicable  jurisdiction  at  commercially  reasonable  rates),  (iii)  such  statutory 
         declarations or officers’ certificates as the title insurance company may require in order to issue 
         the Mortgage Policies, (iv) legal opinions, addressed to the Administrative Agent, the Collateral 
         Agent  and  the  Secured  Parties,  reasonably  acceptable  to  the  Administrative  Agent  as  to  such 
         matters  as  the  Administrative  Agent  may  reasonably  request,  and  (v)  a  completed  “life  of  the 
         loan”  Federal  Emergency  Management  Agency  Standard  Flood  Hazard  Determination  with 
         respect to each Mortgaged Property in the United States on which any “building” (as defined in 
         the Flood Insurance Laws) is located, duly executed and acknowledged by the appropriate Loan 
         Parties,  together  with  evidence  of  flood  insurance  as  and  to  the  extent  required  under  Section 
         6.07(c) hereof; and 
                               
                           (e)                           after  the  Closing  Date,  (i)  each  Restricted  Subsidiary  of  the  Borrower 
         that  is  not  then  a  Guarantor  (other  than  the  Unsecured  Guarantors)  and  not  an  Excluded 
         Subsidiary  shall  become  a  Guarantor  and  signatory  to  this  Agreement  pursuant  to  a  joinder 
         agreement  in  accordance  with  Section  6.11  or  6.13  and  a  party  to  the  Collateral  Documents  in 
         accordance with Section 6.11 and (ii) each Restricted Subsidiary of the Borrower that ceases to be 
         an Unsecured Guarantor and is not otherwise an Excluded Subsidiary shall become a party to the 
         Collateral  Documents  in  accordance  with  Section  6.11;  provided  that  notwithstanding  the 
         foregoing  provisions,  any  Subsidiary  of  the  Borrower  that  Guarantees  any  Restricted 
         Indebtedness, any Credit Agreement Refinancing Indebtedness or any Permitted Refinancing of 
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         any  of  the  foregoing  shall  be  a  Guarantor  hereunder  for  so  long  as  it  Guarantees  such 
         Indebtedness. 
                  Notwithstanding the foregoing provisions of this definition or anything in this Agreement 
         or any other Loan Document to the contrary: 
                                                  
                                             (A)                                             the  foregoing  definition  shall  not  require,  unless 
                           otherwise  stated  in  this  clause  (A),  the  creation  or  perfection  of  pledges  of, 
                           security  interests  in,  Mortgages  on,  or  the  obtaining  of  title  insurance  or  taking 
                           other actions with respect to, (i) any fee owned real property (other than Material 
                           Real Properties) and any leasehold rights and interests in real property (including 
                           landlord waivers, estoppels and collateral access letters), (ii) motor vehicles and 
                           other  assets  subject to  certificates  of title and commercial tort claims  where the 
                           amount of damages claimed by the applicable Loan Party is less than $1,000,000 
                           (it being understood that all such assets are still intended to constitute Collateral, 
                           even though perfection beyond a UCC or PPSA filing is not required hereunder, 
                           to  the  extent  a  security  interest  can  be  created  therein  without  a  specific 
                           description thereof, without delivery of a supplement to a Collateral Document or 
                           without the taking of any action or obtaining the consent of any Person, including 
                           any  Governmental  Authority),  (iii)  any  particular  asset,  if  the  pledge  thereof  or 
                           the  security  interest  therein  is  prohibited  by  Law  (including  any  requirement  to 
                           obtain  the  consent  of  any  Governmental  Authority  or  third  party)  other  than  to 
                           the  extent  such  prohibition  is  expressly  deemed  ineffective  under  the  Uniform 
                           Commercial  Code,  the  PPSA  or  other  applicable  Law  notwithstanding  such 
                           prohibition,  (iv)  Equity  Interests  in  any  Person  other  than  wholly  owned 
                           Restricted Subsidiaries that cannot be pledged without the consent of one or more 
                           third  parties  other  than  the  Sponsor  Holdcos,  the  Management  Holders,  the 
                           Borrower  or  any  of  its  Restricted  Subsidiaries  (other  than  to  the  extent  such 
                           prohibition  is  expressly  deemed  ineffective  under  the  Uniform  Commercial 
                           Code,  the  PPSA  or  other  applicable  Law  notwithstanding  such  prohibition),  (v) 
                           any  permitted  agreements  or  other  property  or  rights  of  a  Loan  Party  arising 
                           under or evidenced by any permitted contract, lease, instrument, license, state or 
                           local franchises, charters and authorizations, purchase money security interest or 
                           similar  arrangement  or  document  to  the  extent  the  pledges  thereof  and  security 
                           interests  therein  are  prohibited  by  such  permitted  agreements  (including 
                           permitted  liens,  leases,  licenses,  state  or  local  franchises,  charters  and 
                           authorizations,  purchase  money  security  interest  or  similar  arrangement  or 
                           document), other than proceeds and receivables thereof, except to the extent the 
                           pledge  of  such  permitted  agreements  or  other  property  or  rights  is  expressly 
                           deemed effective (or such prohibition is deemed ineffective) under the Uniform 
                           Commercial  Code,  the  PPSA  or  other  applicable  Law  or  principle  of  equity 
                           notwithstanding such prohibition, (vi) licenses, leases, other agreements and any 
                           other  property  and  assets  to  the  extent  that  the  Administrative  Agent  may  not 
                           validly possess a security interest therein under applicable Laws or the pledge or 
                           creation  of  a  security  interest  in  which  would  require  governmental  consent, 
                           approval,  license  or  authorization  (except  that  cash  proceeds  of  dispositions 
                           thereof  in  accordance  with  applicable  Law  shall  constitute  Collateral),  (vii)  the 
                           creation or perfection of pledges of, or security interests in, any property or assets 
                           that would result in material adverse tax consequences to the Borrower or any of 
                           its  Restricted  Subsidiaries,  as  determined  in  the  reasonable  judgment  of  the 
                           Borrower and communicated in a writing delivered to the Collateral Agent, (viii) 
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                           letter  of  credit  rights,  except  to  the  extent  constituting  a  support  obligation  for 
                           other  Collateral  as  to  which  perfection  of  the  security  interest  in  such  other 
                           Collateral is accomplished solely by the filing of a UCC financing statement or 
                           PPSA registration statement (it being understood that no actions shall be required 
                           to  perfect  a  security  interest  in  letter  of  credit  rights,  other  than  the  filing  of  a 
                           Uniform  Commercial  Code  financing  statement  and/or  a  PPSA  registration 
                           statement),  (ix)  any  intent-to-use  trademark  application  prior  to  the  filing  of  a 
                           “Statement  of  Use”  or  “Amendment  to  Allege  Use” with respect  thereto,  to  the 
                           extent, if any, that, and solely during the period, if any, in which, the grant of a 
                           security interest therein would impair the validity or enforceability of such intent-
                           to-use trademark application under applicable federal Law and (x) any particular 
                           assets  if,  in  the  reasonable  judgment  of  the  Administrative  Agent  evidenced  in 
                           writing,  determined  in  consultation  with  the  Borrower,  the  burden,  cost  or 
                           consequences of creating or perfecting such pledges or security interests in such 
                           assets  or  obtaining  title  insurance  is  excessive  in  relation  to  the  benefits  to  be 
                           obtained therefrom by the Lenders under the Loan Documents; 
                                             (B)                                                                                               the  foregoing  definition  shall  not  require  control 
                           agreements  with  respect  to  any  cash,  deposit  accounts  or  securities  accounts 
                           (other  than  cash  collateral  accounts  created  pursuant  to  the  terms  of  this 
                           Agreement and other than customary account pledge agreements in jurisdictions 
                           other  than  the  United  States,  Canada  or  any  state,  province  or  territory  in  each 
                           case thereof); 
                                                  
                                             (C)                                             the  Administrative  Agent  in  its  discretion  may  grant 
                           extensions  of  time  for  the  creation  or  perfection  of  security  interests  in,  and 
                           Mortgages on, or obtaining of title insurance or taking other actions with respect 
                           to, particular assets (including extensions beyond the Closing Date) or any other 
                           compliance  with  the  requirements  of  this  definition  where  it  reasonably 
                           determines  in  writing,  in  consultation  with  the  Borrower,  that  the  creation  or 
                           perfection of security interests and Mortgages on, or obtaining of title insurance 
                           or  taking  other  actions,  or  any  other  compliance  with  the  requirements  of  this 
                           definition cannot be accomplished without undue delay, burden or expense by the 
                           time or times at which it would otherwise be required by this Agreement or the 
                           Collateral Documents; and 
                                                  
                                             (D)                                             Liens required to be granted from time to time pursuant 
                           to  the  Collateral  and  Guarantee  Requirement  shall  be  subject  to  exceptions  and 
                           limitations set forth in this Agreement and the Collateral Documents. 
         “Collateral  Documents”  means,  collectively,  each  Security  Agreement,  each  Intellectual 
Property Security Agreement, each of the Mortgages, collateral assignments, security agreements, pledge 
agreements,  intellectual  property  security  agreements  or  other  similar  agreements  delivered  to  the 
Administrative  Agent  or  the  Collateral  Agent  pursuant  to  Section  4.01,  Section  6.11,  Section  6.13  or 
Section  6.15,  and  each  of  the  other  agreements,  instruments  or  documents  that  creates  or  purports  to 
create a Lien in favor of the Administrative Agent or the Collateral Agent for the benefit of the Secured 
Parties. 
         “Commitment”  means  a  Revolving  Credit  Commitment,  Incremental  Revolving  Credit 
Commitment,  Extended  Revolving  Credit  Commitment  of  a  given  Extension  Series,  Other  Revolving 
Credit  Commitment  of  a  given  Refinancing  Series,  Initial  Term  B-1  Commitment,  Initial  Term  B-2 
                                                     15 
LEGAL_US_E # 103023888.27
 
Commitment, Incremental Term Commitment or Refinancing Term Commitment of a given Refinancing 
Series as the context may require. 
         “Committed Loan Notice” means a notice of (a) a Borrowing, (b) a conversion of Loans from 
one  Type  to  the  other,  or  (c)  a  continuation  of  Eurocurrency  Rate  Loans,  Bankers’  Acceptances  or  BA 
Equivalent Loans, pursuant to Section 2.02(a), which, if in writing, shall be substantially in the form of 
Exhibit A. 
         “Commodity  Exchange  Act”  means  the  Commodity  Exchange  Act  (7  U.S.C.  §  1  et  seq.),  as 
amended from time to time, and any successor statute. 
         “Company  Parties”  means  the  collective  reference  to  the  Borrower  and  its  Restricted 
Subsidiaries, and “Company Party” means any one of them. 
         “Compensation Period” has the meaning set forth in Section 2.12(c)(ii). 
         “Compliance Certificate” means a certificate substantially in the form of Exhibit D-1. 
         “Consolidated First Lien Debt” means Consolidated Total Debt minus the sum of (i) the portion 
of Indebtedness of the Borrower or any Restricted Subsidiary included in Consolidated Total Debt that is 
not secured by any Lien on property or assets of the Borrower or any Restricted Subsidiary and (ii) the 
portion of Indebtedness of the Borrower or any Restricted Subsidiary included in Consolidated Total Debt 
(including,  for  the  avoidance  of  doubt,  Indebtedness under the  Second  Lien  Facility)  that  is  secured  by 
Liens  on  property  or  assets  of  the  Borrower  or  any  Restricted  Subsidiary,  which  Liens  are  expressly 
subordinated in writing to the Liens securing the Obligations. 
         “Consolidated First Lien Leverage Ratio” means, with respect to any Test Period, the ratio of 
(a)  Consolidated  First  Lien  Debt  as  of  the  last  day  of  such  Test  Period  to  (b)  EBITDA  for  such  Test 
Period. 
         “Consolidated  Net  Income”  means,  for  any  period,  the  aggregate  of  the  Net  Income  of  the 
Borrower  and  its  Restricted  Subsidiaries  for  such  period  determined  on  a  consolidated  basis;  provided, 
however, that 
                  (a)                   fees, expenses or charges related to the Transactions, any ratings, any offering of 
         Equity  Interests  of  the  Borrower  or  any  of  its  Restricted  Subsidiaries,  any  Permitted  Business 
         Acquisition  or  Indebtedness  permitted  to  be  incurred  hereunder  (in  each  case,  whether  or  not 
         successful), in each case, shall be excluded, 
                  (b)                   any  net  after-tax  income  or  loss  from  the  disposal  of  discontinued  operations 
         shall be excluded (but if such operations are classified as discontinued due to the fact that they are 
         subject  to  an  agreement  to  dispose  of  such  operations,  only  when  and  to  the  extent  such 
         operations are actually disposed of), 
                  (c)                   any  net  after-tax  gain  or  loss  (including  the  effect  of  all  fees  and  expenses  or 
         charges  relating  thereto)  attributable  to  business  dispositions  or  asset  dispositions  other  than  in 
         the  ordinary  course  of  business  (as  determined  in  good  faith  by  the  Board  of  Directors  of  the 
         Borrower) shall be excluded, 
                  (d)                   any net after-tax income or loss (including the effect of all fees and expenses or 
         charges relating thereto) attributable to the refinancing,  modification of or early extinguishment 
         of Indebtedness (including obligations under Swap Agreements) shall be excluded, 
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                  (e)                   (i)  the  Net  Income  (loss)  for  such  period  of  any  Person  that  is  not  a  Restricted 
         Subsidiary of the Borrower, or that is accounted for by the equity method of accounting, shall be 
         included only to the extent of the amount of dividends or distributions or other payments paid in 
         cash (or to the extent converted into cash) to the Borrower or a Restricted Subsidiary thereof in 
         respect  of  such  period  and  (ii)  the  Net  Income  for  such  period  shall  include  any  dividend, 
         distribution  or  other  payment  in  respect  of  equity  paid  in  cash  by  such  Person  in  excess  of  the 
         amounts included in clause (i), 
                  (f)                   for  purposes  of  calculating  the  Available  Investment  Basket  Amount  and  the 
         Available Cumulative Retained Excess Cash Flow Amount only, the Net Income for such period 
         of any Subsidiary (that is not a Loan Party) of the Borrower shall be excluded to the extent that 
         the  declaration  or  payment  of  dividends  or  similar  distributions  by  such  Subsidiary  of  its  Net 
         Income  is  not  at  the  date  of  determination  permitted  without  any  prior  governmental  approval 
         (which has not been obtained) or, directly or indirectly, by the operation of the terms of its charter 
         or any agreement, instrument, judgment, decree, order, statute, rule, or governmental regulation 
         applicable to that Subsidiary or its stockholders or members, unless such restriction with respect 
         to the payment of dividends or similar distributions has been legally waived (provided that the net 
         loss of any such Subsidiary shall be included to the extent funds are disbursed by such Person or 
         any other Subsidiary of such Person in respect of such loss and that Consolidated Net Income of 
         such Person shall be increased by the amount of dividends or distributions or other payments that 
         are actually paid in cash (or to the extent converted into cash) by such Subsidiary to the Borrower 
         or one of its Restricted Subsidiaries in respect of such period to the extent not already included 
         therein), 
                  (g)                   Consolidated Net Income for such period shall not include the cumulative effect 
         of a change in accounting principles during such period, 
                  (h)                   any non-cash charges from the application of the purchase method of accounting 
         in connection with any future acquisition, to the extent such charges are deducted in computing 
         such Consolidated Net Income shall be excluded, 
                  (i)                   any  long-term  incentive  plan  accruals  and  any  non-cash  compensation  expense 
         realized  from  grants  of  stock  appreciation  or  similar  rights,  stock  options,  any  restricted  stock 
         plan or other rights to officers, directors and employees of the Borrower or any of its Restricted 
         Subsidiaries shall be excluded,  
                  (j)                   any  net  unrealized  foreign  exchange  gain  or  loss  (after  any  offset)  shall  be 
         excluded, and 
                  (k)                   (i)  the  Net  Income  for  such  period  of  any  Unrestricted  Subsidiary  shall  be 
         included only to the extent of the amount of dividends or distributions or other payments paid in 
         cash (or to the extent converted into cash) by such Unrestricted Subsidiary to the Borrower or a 
         Restricted  Subsidiary  in  respect  of  such  period  and  (ii)  the  Net  Income  for  such  period  shall 
         include  any  dividend,  distribution  or  other  payment  in  respect  of  equity  paid  in  cash  by  such 
         Person to the Borrower or a Restricted Subsidiary in excess of the amounts included in clause (i). 
         “Consolidated Secured Debt” means Consolidated Total Debt minus the portion of Indebtedness 
of the Borrower or any Restricted Subsidiary included in Consolidated Total Debt that is not secured by 
any Lien on property or assets of the Borrower or any Restricted Subsidiary. 
                                                     17 
LEGAL_US_E # 103023888.27
 
         “Consolidated Secured Leverage Ratio” means, with respect to any Test Period, the ratio of (a) 
Consolidated Secured Debt as of the last day of such Test Period to (b) EBITDA for such Test Period. 
         “Consolidated  Total  Assets”  means,  at  any  time  of  determination,  the  total  assets  of  the 
Borrower and the Restricted Subsidiaries on a consolidated basis in accordance with GAAP, as shown on 
the  most  recent  balance  sheet  of  the  Borrower  delivered  pursuant  to  Section  6.01(a)  or  (b)  or,  for  the 
period prior to the time any such statements are so delivered pursuant to Section 6.01(a) or (b), the Pro 
Forma Financial Statements. 
         “Consolidated  Total  Debt”  means,  as  of  any  date  of  determination,  the  sum  of  the  aggregate 
principal  amount  of  Indebtedness  of  the  Borrower  and  its  Restricted  Subsidiaries  outstanding  on  such 
date, in an amount that would be reflected on a balance sheet prepared as of such date on a consolidated 
basis in  accordance  with  GAAP  (but  excluding  the  effects  of any  discounting  of  Indebtedness resulting 
from  the  application  of  purchase  accounting  in  connection  with  the  Transactions  or  any  Permitted 
Business  Acquisition),  consisting  of  Indebtedness  for  borrowed  money,  Capital  Lease  Obligations  and 
debt  obligations  evidenced  by  promissory  notes  or  similar  instruments;  provided  that  (a)  Consolidated 
Total  Debt  shall  not  include  Indebtedness  (i)  in  respect  of  letters  of  credit,  except  to  the  extent  of 
unreimbursed  amounts thereunder;  provided that  any unreimbursed  amount  under  commercial  letters  of 
credit  shall  not  be  counted  as  Consolidated  Total  Debt  until  three  Business  Days  after  such  amount  is 
drawn, (ii) of Unrestricted Subsidiaries, (iii) constituting Sponsor Subordinated Debt and (iv) on or prior 
to  November  9,  2013,  in  respect  of  the  Existing  Notes,  so  long  as  in  the  case  of  this  clause  (iv),  the 
Existing Notes Escrow Condition shall be satisfied and (b) for the avoidance of doubt, obligations under 
interest  rate  Swap  Agreements  shall  not  constitute  Consolidated  Total  Debt;  and  provided  further  that 
Consolidated Total Debt as of any date of determination shall be adjusted to include Indebtedness under 
the Revolving Credit Facility using the average of the Net Revolving Credit Facility Balance for each day 
during the 180-day period ending on the last date of the applicable Test Period (for greater certainty, on 
any given day the Net Revolving Credit Facility Balance may be positive or negative but the average Net 
Revolving Credit Facility Balance in respect of any Test Period shall be set at a minimum of zero). 
         “Consolidated  Total  Leverage  Ratio”  means,  with  respect  to  any  Test  Period,  the  ratio  of  (a) 
Consolidated Total Debt as of the last day of such Test Period to (b) EBITDA for such Test Period. 
         “Continuing Directors” means the directors of the Borrower or a Subsidiary, as applicable, on 
the Closing Date, and each other director, if, in each case, such other director’s nomination for election to 
the board of directors of the Borrower (or the direct or indirect parent of the Borrower after a Qualified 
IPO of such direct or indirect parent) or such Subsidiary, as applicable, is recommended by a majority of 
the then Continuing Directors or such other director receives the vote of the Permitted Holders in his or 
her election by the stockholders of, the Borrower (or the direct or indirect parent of the Borrower after a 
Qualified IPO of such direct or indirect parent) or such Subsidiary, as applicable. 
         “Contractual Obligation” means, as to any Person, any provision of any security issued by such 
Person or of any agreement, instrument or other undertaking to which such Person is a party or by which 
it or any of its property is bound. 
         “Control” has the meaning set forth in the definition of “Affiliate.” 
         “CPPIB Sub” means CPPIB Zambezi Holdings Inc., a corporation incorporated under the Laws 
of Canada. 
         “Credit Agreement Refinancing Indebtedness” means (a) Permitted First Priority Refinancing 
Debt, (b) Permitted Second Priority Refinancing Debt, (c) Permitted Unsecured Refinancing Debt or (d) 
other  Indebtedness  incurred  pursuant  to  a  Refinancing  Amendment,  in  each  case,  issued,  incurred  or 
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LEGAL_US_E # 103023888.27
 
otherwise obtained (including by means of the extension or renewal of existing Indebtedness) in exchange 
for,  or to  extend,  renew,  replace,  repurchase,  retire  or  refinance,  in  whole  or  part,  existing  Term  Loans 
and Revolving Credit Loans (or Revolving Credit Commitments), or any then-existing Credit Agreement 
Refinancing  Indebtedness  (“Refinanced  Debt”);  provided  that  (i)  such  Indebtedness  has  a  maturity  no 
earlier,  and,  in  the  case  of  Refinancing  Term  Loans,  a  Weighted  Average  Life  to  Maturity  equal  to  or 
greater, than the Refinanced Debt, (ii) such Indebtedness shall not have a greater principal amount than 
the principal amount of the Refinanced Debt plus accrued interest, fees, premiums (if any) and penalties 
thereon and reasonable fees and expenses associated with the refinancing, (iii) the terms and conditions of 
such  Indebtedness  (except  as  otherwise  provided  in  clause  (ii)  above  and  with  respect  to  pricing, 
premiums, fees, rate floors and optional prepayment or redemption terms) are substantially identical to, or 
(taken as a whole) are no more favorable to the lenders or holders providing such Indebtedness, than those 
applicable to the Refinanced Debt being refinanced (except for covenants or other provisions applicable 
only to periods after the Latest Maturity Date at the time of incurrence of such Indebtedness) (provided 
that a certificate of a Responsible Officer delivered to the Administrative Agent at least five (5) Business 
Days prior to the incurrence of such Indebtedness, together with a reasonably detailed description of the 
material terms and conditions of such Indebtedness or drafts of the documentation relating thereto, stating 
that the Borrower has determined in good faith that such terms and conditions satisfy the requirement of 
this  clause  (iii)  shall  be  conclusive  evidence  that  such  terms  and  conditions  satisfy  such  requirement 
unless  the  Administrative  Agent  notifies  the  Borrower  within  such  five  (5)  Business  Day  period  that  it 
disagrees  with  such  determination  (including  a  description  of  the  basis  upon  which  it  disagrees)),  and 
(iv) such Refinanced Debt shall be repaid, repurchased, retired, defeased or satisfied and discharged, all 
accrued  interest,  fees,  premiums  (if  any)  and  penalties  in  connection  therewith  shall  be  paid,  and  all 
commitments  thereunder  terminated,  on  the  date  such  Credit  Agreement  Refinancing  Indebtedness  is 
issued, incurred or obtained. 
         “Credit Extension” means each of the following:  (a) a Borrowing, (b) an L/C Credit Extension 
and  (c)  the  creation  and  purchase  of  Bankers’  Acceptances  or  the  purchase  of  completed  Drafts  by  a 
Lender or by any other Person. 
         “Cumulative  Retained  Excess  Cash  Flow  Amount”  means,  at  any  date,  an  amount,  not  less 
than zero, determined on a cumulative basis equal to the amount of Excess Cash Flow for all Excess Cash 
Flow Periods ending after the Closing Date that is not (and, in the case of any Excess Cash Flow Period 
where the respective required date of prepayment has not yet occurred pursuant to Section 2.05(b), will 
not  on  such  date  of  required  prepayment  be)  required  to  be  applied in  accordance  with  Section  2.05(b) 
(for the avoidance of doubt, without giving effect to Section 2.05(b)(xi)). 
         “Current  Assets”  means,  with  respect  to  the  Borrower  and  its  Restricted  Subsidiaries  on  a 
consolidated  basis  at  any  date  of  determination,  the  sum  of  all  assets  (other  than  cash  and  Cash 
Equivalents  or  other  cash  equivalents)  that  would,  in  accordance  with  GAAP,  be  classified  on  a 
consolidated balance sheet of the Borrower and its Restricted Subsidiaries as current assets at such date of 
determination, other than amounts related to current or deferred Taxes based on income or profits. 
         “Current  Liabilities”  means,  with  respect to  the  Borrower  and  its  Restricted  Subsidiaries  on a 
consolidated basis at any date of determination, all liabilities that would, in accordance with GAAP, be 
classified  on  a  consolidated  balance  sheet  of  the  Borrower  and  its  Restricted  Subsidiaries  as  current 
liabilities  at  such  date  of  determination,  other  than  (a)  the  current  portion  of  any  debt  or  Capital  Lease 
Obligations,  (b)  accruals  of  Interest  Expense  (excluding  Interest  Expense  that  is  due  and  unpaid),  (c) 
accruals for current or deferred Taxes based on income or profits, (d) accruals, if any, of transaction costs 
resulting  from  the  Transactions,  (e)  accruals  of  any  costs  or  expenses  related  to  (i)  severance  or 
termination  of  employees  prior  to  the  Closing  Date  or  (ii)  bonuses,  pension  and  other  post-retirement 
benefit obligations, and (f) accruals for add-backs to EBITDA included in the definition of such term. 
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LEGAL_US_E # 103023888.27
 
         “DBRS” means Dominion Bond Rating Service Limited and any successor thereto. 
         “Debt Fund Affiliates” means any Affiliate of the Borrower that is a bona fide diversified debt 
fund  or  an  investment  vehicle  that  is  primarily  engaged  in  making,  purchasing,  holding  or  otherwise 
investing  in  commercial  loans,  bonds  and  similar  extensions  of  credit  in  the  ordinary  course,  and  with 
respect to which none of the Borrower or any of its Subsidiaries, a Sponsor or any fund that has a direct or 
indirect equity investment in the Borrower or any of its Subsidiaries, makes investment decisions for such 
entity. 
         “Debt  Service”  shall  mean,  with  respect  to  the  Borrower  and  its  Restricted  Subsidiaries  on  a 
consolidated  basis  for  any  period,  Cash  Interest  Expense  for  such  period  plus  scheduled  principal 
amortization of Consolidated Total Debt for such period. 
         “Debtor Relief Laws” means, collectively, Title 11 of the United State Code, as amended, any 
similar  federal,  state,  provincial  or  territorial  law  for  the  relief  of  debtors,  including  the  BIA,  the 
Companies Creditors’ Arrangement Act (Canada) and the Winding -up and Restructuring Act (Canada), 
and  all  other  liquidation,  conservatorship,  bankruptcy,  assignment  for  the  benefit  of  creditors, 
moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief Laws of the 
United States, Canada or other applicable jurisdictions from time to time in effect and affecting the rights 
of  creditors  generally  or  dealing  with  bankruptcy,  insolvency,  restructuring  of  debt,  the  enforcement  of 
security interests or related remedies by a secured creditor, or analogous concepts, and including, without 
limitation:  (i) the filing  of  an  application  or  commencement  of  proceedings  under  the reorganization or 
arrangement  provisions  of  the  Canada  Business  Corporations  Act  or  the  Business  Corporations  Act 
(Ontario) (or  any  successors to such  statutes  or comparable  legislation in  other jurisdictions)  and (ii)  to 
the  extent  applicable,  the  common  law,  civil  law  and  court  orders  issued  by  a  court  of  competent 
jurisdiction in respect of the foregoing matters.  
         “Declined Proceeds” has the meaning set forth in Section 2.05(b)(ix). 
         “Default”  means  any  event  or  condition  that  constitutes  an  Event  of  Default  or  that,  with  the 
giving of any notice, the passage of time, or both, would be an Event of Default. 
         “Default Rate” means an interest rate equal to (a) the Base Rate plus (b) the Applicable Rate, if 
any, applicable to Revolving Loans that are Base Rate Loans plus (c) 2.0% per annum; provided that (i) 
with respect to Canadian Prime Rate Loans, the Default Rate shall mean an interest rate equal to (A) the 
Canadian  Prime  Rate  plus  (B)  the  Applicable  Rate,  if  any,  applicable  to  Revolving  Loans  that  are 
Canadian  Prime  Rate  Loans  plus  (c)  2.0%  per  annum  and  (ii)  with  respect  to  the  overdue  principal  or 
interest in respect of a Eurocurrency Rate Loan, Banker’s Acceptance or BA Equivalent Loan, the Default 
Rate  shall  be  an  interest  rate  equal  to  the  interest  rate  (including  any  Applicable  Rate)  otherwise 
applicable to such Loan, plus 2.0% per annum, in each case to the fullest extent permitted by applicable 
Laws. 
         “Defaulting  Lender”  means  any  Lender  whose  acts  or  failure  to  act,  whether  directly  or 
indirectly, cause it to meet any part of the definition of “Lender Default.” 
         “Designated Equity Contribution” has the meaning set forth in Section 8.05(a). 
         “Designated  Non-Cash  Consideration”  means  the  fair  market  value  (as  determined  by  the 
Borrower in good faith) of non-cash consideration received by the Borrower or its Restricted Subsidiaries 
in  connection  with  a  Disposition  pursuant  to  Section  7.05  that  is  designated  as  Designated  Non-Cash 
Consideration  pursuant  to  a  certificate  of  a  Responsible  Officer  of  the  Borrower  delivered  to  the 
Administrative Agent, setting forth the basis of such valuation (which amount will be reduced by the fair 
                                                     20 
LEGAL_US_E # 103023888.27
 
market value of the portion of the non-cash consideration converted to cash within 180 days following the 
consummation of the applicable Disposition). 
         “Discount Note” means a promissory note evidencing a BA Equivalent Loan. 
         “Discount          Prepayment                         Accepting                                            Lender”                                                           has                                                                        the                                                                                meaning                                                                                       set                                                                                                    forth                                                                                                           in 
Section 2.05(a)(v)(B)(2). 
         “Discount Range” has the meaning set forth in Section 2.05(a)(v)(C)(1). 
         “Discount Range Prepayment Amount” has the meaning set forth in Section 2.05(a)(v)(C)(1). 
         “Discount  Range  Prepayment  Notice”  means  a  written  notice  of  a  Borrower  Solicitation  of 
Discount  Range  Prepayment  Offers  made  pursuant  to  Section 2.05(a)(v)(C)  substantially  in  the  form  of 
Exhibit L-4. 
         “Discount  Range  Prepayment  Offer”  means  the  irrevocable  written  offer  by  a  Lender, 
substantially in the form of Exhibit L-5, submitted in response to an invitation to submit offers following 
the Auction Agent’s receipt of a Discount Range Prepayment Notice. 
         “Discount  Range  Prepayment  Response  Date”  has  the  meaning  set  forth  in 
Section 2.05(a)(v)(C)(1). 
         “Discount Range Proration” has the meaning set forth in Section 2.05(a)(v)(C)(3). 
         “Discounted  Prepayment  Determination  Date”  has  the  meaning  set  forth  in 
Section 2.05(a)(v)(D)(3). 
         “Discounted Prepayment Effective Date” means in the case of a Borrower Offer of Specified 
Discount  Prepayment,  Borrower  Solicitation  of  Discount  Range  Prepayment  Offer  or  Borrower 
Solicitation  of  Discounted  Prepayment  Offer,  five  (5)  Business  Days  following  the  Specified  Discount 
Prepayment Response Date, the Discount Range Prepayment Response Date or the Solicited Discounted 
Prepayment Response                 Date,                               as                                         applicable,                                              in                                                             accordance                                                                   with                                                                                  Section 2.05(a)(v)(B)(1), 
Section 2.05(a)(v)(C)(1)  or  Section 2.05(a)(v)(D)(1),  respectively,  unless  a  shorter  period  is  agreed  to 
between the Borrower and the Auction Agent. 
         “Discounted Term Loan Prepayment” has the meaning set forth in Section 2.05(a)(v)(A). 
         “Disposition” or “Dispose” means the sale, transfer, license, lease or other disposition (including 
any sale and leaseback transaction and any sale or issuance of Equity Interests in a Restricted Subsidiary) 
of any property by any Person, including any sale, assignment, transfer or other disposal, with or without 
recourse, of any notes or accounts receivable or any rights and claims associated therewith; provided that 
“Disposition” and “Dispose” shall not be deemed to include any issuance by the Borrower of any of its 
Equity Interests to another Person. 
         “Disqualified Equity Interests” means any Equity Interest that, by its terms (or by the terms of 
any security or other Equity Interests into which it is convertible or for which it is exchangeable), or upon 
the happening of any event or condition (a) matures or is mandatorily redeemable (other than solely for 
Qualified  Equity  Interests),  pursuant  to  a  sinking  fund  obligation  or  otherwise  (except  as  a  result  of  a 
change  of  control  or  asset  sale  so  long  as  any  rights  of  the  holders  thereof  upon  the  occurrence  of  a 
change of control or asset sale event shall be subject to the prior repayment in full of the Loans and all 
other  Obligations  that  are  accrued  and  payable  and  the  termination  of  the  Commitments  and  the 
                                                     21 
LEGAL_US_E # 103023888.27
 
termination or expiration of all outstanding Letters of Credit (unless the Outstanding Amount of the L/C 
Obligations  related  thereto  has  been  Cash  Collateralized,  back-stopped  by  a  letter  of  credit  reasonably 
satisfactory  to  the  applicable  L/C  Issuer  or  deemed  reissued  under  another  agreement  reasonably 
acceptable to the applicable L/C Issuer)), (b) is redeemable at the option of the holder thereof (other than 
solely for Qualified Equity Interests and other than as a result of a change of control or asset sale so long 
as any rights of the holders thereof upon the occurrence of a change of control or asset sale event shall be 
subject to the prior repayment in full of the Loans and all other Obligations that are accrued and payable 
and  the termination  of  the  Commitments  and  the  expiration  or  termination  of  all  outstanding  Letters  of 
Credit  (unless  the  Outstanding  Amount  of  the  L/C  Obligations  related  thereto  has  been  Cash 
Collateralized,  back-stopped  by  a  letter  of  credit reasonably  satisfactory  to  the applicable  L/C  Issuer  or 
deemed reissued under another agreement reasonably acceptable to the applicable L/C Issuer)), in whole 
or in part, (c) provides for the scheduled payments of dividends in cash, or (d) is or becomes convertible 
into  or  exchangeable  for  Indebtedness  or  any  other  Equity  Interests  that  would  constitute  Disqualified 
Equity Interests, in each case, prior to the date that is ninety-one (91) days after the Latest Maturity Date 
at the time of issuance of such Equity Interests; provided that if such Equity Interests are issued pursuant 
to  a  plan  for  the  benefit  of  employees  of  the  Borrower  (or  any  direct  or  indirect  parent  thereof)  or  the 
Restricted Subsidiaries or by any such plan to such employees, such Equity Interests shall not constitute 
Disqualified Equity Interests solely because they may be required to be repurchased by the Borrower or 
its Restricted Subsidiaries in order to satisfy applicable statutory or regulatory obligations. 
         “Disqualified Lenders” means the Persons listed on Schedule 1.01B. 
         “Distressed  Person”  has  the  meaning  set  forth  in  the  definition  of  “Lender-Related  Distress 
Event”. 
         “Dodd-Frank Swap Obligation” shall mean, with respect to any person, any obligation to pay or 
perform  under  any  agreement,  contract  or  transaction  that  constitutes  a  “swap”  within  the  meaning  of 
section 1a(47) of the Commodity Exchange Act. 
         “Draft” means, at any time, (i) a bill of exchange, within the meaning of the Bills of Exchange 
Act (Canada), drawn by the Borrower on a Lender or any other Person and bearing such distinguishing 
letters  and  numbers  as  the  Lender  or  the  Person  may  determine,  but  which  at  such  time  has  not  been 
completed as to the payee by the Lender or the Person; or (ii) a depository bill within the meaning of the 
Depository Bills and Notes Act (Canada). 
         “EBITDA”  shall  mean,  with  respect  to  the  Borrower  and  its  Restricted  Subsidiaries  on  a 
consolidated  basis  for  any  period,  the  Consolidated  Net  Income  of  the  Borrower  and  its  Restricted 
Subsidiaries  for  such  period  plus (a)  the  sum  of  (in  each  case  without  duplication  and to  the  extent  the 
respective amounts described in subclauses (i) through (ix) of this clause (a) reduced such Consolidated 
Net Income for the respective period for which EBITDA is being determined): 
                  (i)                   provision  for  Taxes  based  on  income,  profits,  losses  or  capital  of  the  Borrower 
         and  its  Restricted  Subsidiaries  for  such  period  to  the  extent  that  such  provision  for  taxes  was 
         deducted  in  calculating  Consolidated  Net  Income;  adjusted  for  the  tax  effect  of  all  adjustments 
         made to Consolidated Net Income), 
                  (ii)                   Interest Expense of the Borrower and its Restricted Subsidiaries for such period 
         (net of interest income of the Borrower and its Restricted Subsidiaries for such period) and to the 
         extent  not  reflected  in  Interest  Expense,  costs  of  surety  bonds  in  connection  with  financing 
         activities, 
                                                     22 
LEGAL_US_E # 103023888.27
 
                  (iii)                   depreciation,  amortization  (including,  without  limitation,  amortization  of 
         intangibles  and  deferred  financing  fees)  and  other  non-cash  expenses  (including,  without 
         limitation  write-downs  and  impairment  of  property,  plant,  equipment,  goodwill  and  intangibles 
         and  other  long-lived  assets  and  the  impact  of  purchase  accounting  on  the  Borrower  and  its 
         Restricted Subsidiaries for such period), 
                  (iv)                   the amount of any Restructuring and Integration Costs; provided that with respect 
         to  each  such  restructuring  expense  or  charge,  the  Borrower  shall  have  delivered  to  the 
         Administrative Agent an officers’ certificate specifying and quantifying such expense or charge 
         and  stating  that  such  expense  or  charge  is  a  Restructuring  and  Integration  Cost;  and  provided 
         further  that  the  aggregate  amount  of  all  Restructuring  and  Integration  Costs  added  to  EBITDA 
         pursuant to this clause (a)(iv) shall not exceed (1) 25% of EBITDA, for any Test Period ending 
         on  or  prior  to  September  30,  2013,  (2)  22.5%  of  EBITDA,  for  any  Test  Period  ending  on 
         December 31, 2013, (3) 17.5% of EBITDA, for any Test Period ending on March 31, 2014, or (4) 
         15% of EBITDA, for any Test Period ending on June 30, 2014 or thereafter, 
                  (v)                   any other non-cash charges, 
                  (vi)                   [reserved], 
                  (vii)                   the  minority  interest  expense  consisting  of  subsidiary  income  attributable  to 
         minority equity interests of third parties in any non-wholly owned Subsidiary that is a Restricted 
         Subsidiary in such period or any prior period, except to the extent of dividends declared or paid 
         on Equity Interests held by third parties, 
                  (viii)                   extraordinary  losses  and  unusual  or  non-recurring  cash  charges,  severance, 
         relocation  costs  and  curtailments,  terminations  or  modifications  to  pension  and  post-retirement 
         employee benefit plans,  
                  (ix)                   the amount of (A) management, consulting and financial services fees and related 
         expenses  paid  to  Sterling  Fund  Management,  LLC  (or  any  accruals  related  to  such  fees  and 
         related  expenses)  during  such  period  pursuant  to  the  terms  of  the  Management  Agreement  and 
         (B) monitoring and other expenses reimbursed to the Sponsors during such period, in each case, 
         to the extent permitted by this Agreement, and 
                  (x)                   the amount of cost savings, operating expense reductions and synergies related to 
         Asset  Acquisitions,  Asset  Dispositions,  restructurings,  cost  savings  initiatives  and  other  similar 
         initiatives  consummated  after  the  Closing  Date,  in  each  case  (1)  projected  by  the  Borrower  in 
         good faith to result within 12 months after the last day of the Test Period for which EBITDA is 
         being  determined  or  (2)  otherwise  permitted  to  be  reflected  in  pro  forma  financial  information 
         under  Rule  11-02  of  Regulation  S-X;  provided  that  (A)  such  cost  savings,  operating  expense 
         reductions  and  synergies  are  reasonably  identifiable  and  factually  supportable  in  the  good  faith 
         judgment of the Borrower, and the Borrower shall have delivered to the Administrative Agent an 
         officers’ certificate specifying and quantifying such cost saving, operating expense reduction or 
         synergy  and  (B)  no  cost  savings,  operating  expense  reductions  and  synergies  shall  be  added 
         pursuant to this clause (a)(x) to the extent duplicative of any expenses or charges otherwise added 
         to EBITDA (or otherwise already reflected in EBITDA), whether through a pro forma adjustment 
         or otherwise, for such period; and provided further that the aggregate amount of all cost savings, 
         operating expense reductions and synergies added to EBITDA pursuant to this clause (a)(x) or in 
         the definition of “Pro Forma Basis”, shall not exceed 15% of EBITDA in any Test Period, 
                                                     23 
LEGAL_US_E # 103023888.27
 
                  minus  (b)  in  each  case  without  duplication  and  to  the  extent  the  respective  amounts 
         increased  such  Consolidated  Net  Income  for  the  respective  period  for  which  EBITDA  is  being 
         determined,  non-cash  items  increasing  Consolidated  Net  Income  of  the  Borrower  and  its 
         Restricted Subsidiaries for such period (but excluding any such items which represent the reversal 
         in such period of any accrual of, or cash reserve for, anticipated cash charges in any prior period 
         where such accrual or reserve is no longer required). 
         For  purposes  of  determining  EBITDA  for  any  period  that  includes  any  of  the  fiscal  quarters 
ended  March  31,  2012,  June  30,  2012,  September  30,  2012  or  December  31,  2012,  EBITDA  for  such 
fiscal  quarters  shall  be  $15,777,000,  $22,539,000,  $17,232,000  and  $20,376,000,  respectively,  in  each 
case,  as  may  be  subject  to  any  adjustment  on  a  Pro  Forma  Basis  for  the  applicable  Test  Period  with 
respect  to  any  Asset  Acquisitions,  Asset  Dispositions,  restructurings,  cost  savings  initiatives  or  other 
similar transactions or initiatives occurring after the Closing Date. 
         For the avoidance  of  doubt,  for  purposes of calculating  EBITDA  for any  period,  if  during  such 
period, the Borrower or one or more of its Restricted Subsidiaries shall have made an Asset Acquisition, 
Asset  Disposition,  restructuring,  cost  savings  initiative  or  other  similar  initiative,  EBITDA  will  be 
determined  after  giving  effect  on  a  Pro  Forma  Basis  in  connection  with  such  Asset  Acquisition,  Asset 
Disposition, restructuring, cost savings initiative or other similar initiative. 
         “Eligible Assignee” has the meaning set forth in Section 10.07(a). 
         “Environment” means indoor air, ambient air, surface water, groundwater, drinking water, land 
surface, subsurface strata, and natural resources such as wetlands, flora and fauna. 
         “Environmental  Laws”  means  any  applicable  Law  relating  to  Hazardous  Materials,  the 
prevention of pollution or the protection of the Environment and natural resources, and the protection of 
human  health  and  safety  as  it  relates  to  the  environment,  including  any  applicable  provisions  of 
CERCLA,  the  Canadian  Environmental  Protection  Act  (Canada),  the  Fisheries  Act  (Canada),  the 
Transportation  of  Dangerous  Goods  Act  (Canada),  the  Hazardous  Products  Act  (Canada),  and  any 
analogous provincial, state, or local statutes. 
         “Environmental Liability” means any liability, contingent or otherwise (including any liability 
for damages, costs of investigation and remediation, fines, penalties or indemnities), of the Loan Parties 
or  any  Restricted  Subsidiary  directly  or  indirectly  resulting  from  or  based  upon  (a)  violation  of  any 
Environmental Law, (b) the generation, use, handling, transportation, storage, treatment or disposal of any 
Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the Release or threatened Release of 
any  Hazardous  Materials  into  the  Environment  or  (e)  any  contract,  agreement  or  other  consensual 
arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing. 
         “Environmental  Permit”  means  any  permit,  approval,  identification  number,  license  or  other 
authorization required under any Environmental Law. 
         “Equity  Interests”  means,  with  respect  to  any  Person,  all  of  the  shares,  interests,  rights, 
participations or other equivalents (however designated) of capital stock of (or other ownership or profit 
interests  or  units  in)  such  Person  and  all  of  the  warrants,  options  or  other  rights  for  the  purchase, 
acquisition  or  exchange  from  such  Person  of  any  of  the  foregoing  (including  through  convertible 
securities). 
         “ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time 
to time. 
                                                     24 
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         “ERISA Affiliate” means any trade or business (whether or not incorporated) that, together with 
a Loan Party or any Restricted Subsidiary, is treated as a single employer under Section 414(b) or (c) of 
the  Code,  or  solely  for  purposes of  Section 302  of  ERISA  and  Section  412  of  the  Code, is treated as a 
single employer under Section 414 of the Code. 
         “ERISA  Event”  means  (a)  a  Reportable  Event  with  respect  to  a  U.S.  Pension  Plan;  (b)  a 
withdrawal by a Loan Party, any Restricted Subsidiary or any ERISA Affiliate from a U.S. Pension Plan 
subject to Section 4063 of ERISA during a plan year in which it was a substantial employer (as defined in 
Section  4001(a)(2)  of  ERISA)  or  a  cessation  of  operations  that  is  treated  as  such  a  withdrawal  under 
Section  4062(e)  of  ERISA;  (c)  a  complete  or  partial  withdrawal  by  a  Loan  Party,  any  Restricted 
Subsidiary or any ERISA Affiliate from a Multiemployer Plan or notification that a Multiemployer Plan 
is in reorganization; (d) the filing of a notice of intent to terminate any U.S. Pension Plan, the treatment of 
a U.S. Pension Plan or Multiemployer Plan amendment as a termination under Sections 4041 or 4041A of 
ERISA,  respectively,  or  the  commencement  of  proceedings  by  the  PBGC  to  terminate  a  U.S.  Pension 
Plan or Multiemployer Plan; (e) an event or condition which constitutes grounds under Section 4042 of 
ERISA  for  the  termination  of,  or  the  appointment  of  a  trustee  to  administer,  any  U.S.  Pension  Plan  or 
Multiemployer Plan; (f) with respect to a U.S. Pension Plan, the failure to satisfy the minimum funding 
standard of Section 412 of the Code or Section 302 of ERISA, whether or not waived; (g) the occurrence 
of a nonexempt prohibited transaction (within the meaning of Section 4975 of the Code or Section 406 of 
ERISA) which could result in liability to a Loan Party or any Restricted Subsidiary; or (h) the imposition 
of  any  liability  under Title  IV  of  ERISA,  other than for  PBGC  premiums  due  but  not  delinquent  under 
Section 4007 of ERISA, upon a Loan Party, any Restricted Subsidiary or any ERISA Affiliate. 
         “Eurocurrency  Rate”  means,  for  any  Interest  Period  with  respect  to  any  Eurocurrency  Rate 
Loan, the rate per annum determined by the Administrative Agent, at approximately 11:00 a.m. (London 
time) on the date which is two Business Days prior to the beginning of such Interest Period by reference 
to the British Bankers’ Association Interest Settlement Rates for deposits in U.S. Dollars (as set forth by 
any  service  selected  by  the  Administrative  Agent  which  has  been  nominated  by  the  British  Bankers’ 
Association  as  an  authorized  information  vendor  for  the  purpose  of  displaying  such  rates)  for  a  period 
equal to such Interest Period; provided that, to the extent that an interest rate is not ascertainable pursuant 
to the foregoing provision of this definition, the “Eurocurrency Rate” shall be the interest rate per annum, 
determined  by  the  Administrative  Agent  to  be  the  average  of  the  rates  per  annum  at  which  deposits  in 
U.S. Dollars are offered for such relevant Interest Period to major banks in the London interbank market 
in London, England by the Administrative Agent at approximately 11:00 a.m. (London time) on the date 
which  is  two  Business  Days  prior  to  the  beginning  of  such  Interest  Period;  provided  that,  solely  with 
respect to the Initial Term Loans, the Eurocurrency Rate shall be deemed to be not less than 1.25% per 
annum. 
         “Eurocurrency Rate Loan” means a Loan that bears interest at a rate based on the Eurocurrency 
Rate. 
         “euro” means the single currency of participating member states of the EMU. 
         “Event of Default” has the meaning set forth in Section 8.01. 
         “Excess  Cash  Flow”  means,  with  respect  to  the  Borrower  and  its  Restricted  Subsidiaries  on  a 
consolidated  basis  for  any  Excess  Cash  Flow  Period,  EBITDA  of  the  Borrower  and  its  Restricted 
Subsidiaries on a consolidated basis for such Excess Cash Flow Period, minus, without duplication, 
                  (a)                   Debt Service for such Excess Cash Flow Period, 
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LEGAL_US_E # 103023888.27
 
                  (b)                   any voluntary prepayment permitted hereunder of term Indebtedness during such 
         Excess  Cash  Flow  Period  (other  than  the  Term  Loans  or  the  Revolving  Credit  Loans),  in  each 
         case to the extent not financed, or intended to be financed, using the proceeds of the incurrence of 
         Indebtedness or the issuance of Equity Interests, so long as the amount of such prepayment is not 
         already reflected in Debt Service, 
                  (c)                   (i)  Capital  Expenditures  by  the  Borrower  and  its  Restricted  Subsidiaries  on  a 
         consolidated basis during such Excess Cash Flow Period (excluding Capital Expenditures made 
         in such Excess Cash Flow Period where a certificate in the form contemplated by the following 
         clause  (d)  was  previously  delivered)  that  are  paid  in  cash,  and  (ii)  the  aggregate  consideration 
         paid in cash during such Excess Cash Flow Period in respect of Permitted Business Acquisitions 
         and other Investments permitted under Section 7.02(i),   
                  (d)                   (i)  Capital  Expenditures  that  the  Borrower  or  any  Restricted  Subsidiary  shall, 
         during  such  Excess  Cash Flow  Period,  become  obligated  to  make  but  that  are  not  made  during 
         such  Excess  Cash  Flow  Period;  provided  that  the  Borrower  shall  certify  in  the  Compliance 
         Certificate for such Excess Cash Flow Period that such Capital Expenditures and the delivery of 
         the  related  equipment  will  be  made  in  the  following  excess  Cash  Flow  Period,  and  (ii)  the 
         aggregate consideration that the Borrower or any Restricted Subsidiary shall, during such Excess 
         Cash Flow Period, become obligated to make in respect of Permitted Business Acquisitions and 
         other Investments permitted under Section 7.02(i) but that are not made during such Excess Cash 
         Flow Period, 
                  (e)                   Taxes  paid  in  cash  by  the  Borrower  and  its  Restricted  Subsidiaries  on  a 
         consolidated basis during such Excess Cash Flow Period or that will be paid within six months 
         after the close of such Excess Cash Flow Period (provided that any amount so deducted that will 
         be  paid  after  the  close  of  such  Excess  Cash  Flow  Period  shall  not  be  deducted  again  in  a 
         subsequent  Excess  Cash  Flow  Period)  and  for  which  reserves  have  been  established,  including 
         income  tax  expense  and  withholding  tax  expense  incurred  in  connection  with  cross-border 
         transactions involving foreign Subsidiaries, 
                  (f)                   an  amount  equal  to  any  increase  in  Working  Capital  of  the  Borrower  and  its 
         Restricted Subsidiaries for such Excess Cash Flow Period, 
                  (g)                   cash expenditures made in respect of Swap Agreements during such Excess Cash 
         Flow Period, to the extent not reflected in the computation of EBITDA or Interest Expense, 
                  (h)                   permitted dividends or distributions or repurchases of its Equity Interests paid in 
         cash by the Borrower during such Excess Cash Flow Period and permitted dividends paid by the 
         Borrower  or  by  any  Restricted  Subsidiary  to  any  Person  other  than  the  Borrower  or  any  of  the 
         Restricted  Subsidiaries  during  such  Excess  Cash  Flow  Period,  in  each  case  in  accordance  with 
         Section 7.06(b), (c), (g) or (i), 
                  (i)                   amounts  paid  in  cash  during  such  Excess  Cash  Flow  Period  on  account  of  (x) 
         items that were accounted for as non-cash reductions of Net Income in determining Consolidated 
         Net Income or as noncash reductions of Consolidated Net Income in determining EBITDA of the 
         Borrower and its Restricted Subsidiaries in a prior Excess Cash Flow Period and (y) reserves or 
         accruals established in purchase accounting, 
                  (j)                   to the extent not deducted in the computation of Net Proceeds in respect of any 
         asset disposition or condemnation giving rise thereto, the amount of any mandatory prepayment 
                                                     26 
LEGAL_US_E # 103023888.27
 
         of Indebtedness (other than Indebtedness created hereunder or under any other Loan Document), 
         together  with  any  interest,  premium  or  penalties  required  to  be  paid  (and  actually  paid)  in 
         connection therewith, 
                  (k)                   the amount related to items that were added to or not deducted from Net Income 
         in calculating Consolidated Net Income or were added to or not deducted from Consolidated Net 
         Income in calculating EBITDA to the extent such items represented a cash payment (which had 
         not reduced Excess Cash Flow upon the accrual thereof in a prior Excess Cash Flow Period), or 
         an  accrual  for  a  cash  payment,  by  the  Borrower  and  its  Restricted  Subsidiaries  or  did  not 
         represent  cash  received  by  the  Borrower  and  its  Restricted  Subsidiaries,  in  each  case  on  a 
         consolidated basis during such Excess Cash Flow Period, 
                  (l)                   the aggregate amount of any premium, make-whole or penalty payments actually 
         paid in cash by the Borrower and its Restricted Subsidiaries during such period that are required 
         to be made in connection with any prepayment of Indebtedness, 
                  plus, without duplication, 
                  (m)                   an amount equal to any decrease in Working Capital for such Excess Cash Flow 
         Period, 
                  (n)                   all  proceeds  received  during  such  Excess  Cash  Flow  Period  of  Capital  Lease 
         Obligations,  purchase  money  Indebtedness,  Sale  and  Lease-Back  Transactions  and  any  other 
         Indebtedness,  in  each  case  to  the  extent  used  to  finance  any  Capital  Expenditure  (other  than 
         Indebtedness  under  this  Agreement  to  the  extent there  is  no  corresponding  deduction  to  Excess 
         Cash Flow above in respect of the use of such Borrowings), 
                  (o)                   all amounts referred to in clause (c) above to the extent funded with the proceeds 
         of the issuance of Equity Interests of, or capital contributions to, the Borrower after the Closing 
         Date  (to  the  extent  not  previously  used  to  prepay  Indebtedness  (other  than  Revolving  Facility 
         Loans,  Swing  Line  Loans,  Sponsor  Subordinated  Debt  or  Indebtedness  permitted  pursuant  to 
         Section  7.03(h))),  or  with  the  proceeds  of  Indebtedness  (other  than  Revolving  Facility  Loans, 
         Swing  Line  Loans,  Sponsor  Subordinated  Debt  or  Indebtedness  permitted  pursuant  to  Section 
         7.03(h)); provided that, for any Excess Cash Flow Period, if the Borrower or any of its Restricted 
         Subsidiaries  makes  any  such  Investment  or  Capital  Expenditures  with  the  proceeds  of  Equity 
         Interests of, or capital contributions to, the Borrower, it may elect not to apply all or any portion 
         of such proceeds to the financing of such Investment or Capital Expenditure for the purposes of 
         this clause (o) to the extent it otherwise has sufficient Excess Cash Flow in such period to finance 
         such Investment or Capital Expenditure (without giving effect to this clause (o)), 
                  (p)                   to  the  extent  any  permitted  Investments  or  Capital  Expenditures  and  the 
         corresponding  delivery  of equipment referred  to  in  clause (d)  above  do  not occur in the  Excess 
         Cash Flow Period of the Borrower specified in the certificate of the Borrower provided pursuant 
         to  clause  (d)  above,  the  amount  of  such  Investments  or  Capital  Expenditures  that  were  not  so 
         made in the Excess Cash Flow Period of the Borrower specified in such certificates, 
                  (q)                   cash payments received in respect of Swap Agreements during such Excess Cash 
         Flow Period to the extent (i) not included in the computation of EBITDA or (ii) such payments do 
         not reduce Cash Interest Expense, 
                                                     27 
LEGAL_US_E # 103023888.27
 
                  (r)                   any extraordinary or nonrecurring gain realized in cash during such Excess Cash 
         Flow  Period  (except  to  the  extent  such  gain  consists  of  Net  Proceeds  subject  to  Section 
         2.05(b)(ii)), 
                  (s)                   to the extent deducted in the computation of EBITDA, cash interest income, and 
                  (t)                   the amount related to items that were deducted from or not added to Net Income 
         in connection with calculating Consolidated Net Income or were deducted from or not added to 
         Consolidated Net Income in calculating EBITDA to the extent either (x) such items represented 
         cash received by the Borrower or any Restricted Subsidiary thereof or (y) does not represent cash 
         paid by the Borrower or any Restricted Subsidiary thereof, in each case on a consolidated basis 
         during such Excess Cash Flow Period. 
         “Excess Cash Flow Period” means each fiscal year of the Borrower commencing with the fiscal 
year ending December 31, 2013. 
         “Exchange Act” means the Securities Exchange Act of 1934, as amended. 
         “Exchange  Rate”  means,  on  any  day  with  respect  to  any  currency,  the  rate  at  which  such 
currency may be exchanged into any other currency, as set forth at approximately 12:00 noon (Toronto 
time)  on  such  day  at  the  Bank  of  Canada  noon  mid-point  spot  rate  for  such  currencies  on  such  date  of 
determination (as quoted or published from time to time by the Bank of Canada).  In the event that such 
rate does not appear on the Bank of Canada noon Spot page, the Exchange Rate shall be determined by 
reference to such other publicly available service for displaying exchange rates as may be agreed by the 
Administrative Agent and the Borrower, or, in the absence of such agreement, such Exchange Rate shall 
instead be the arithmetic average of the spot rates of exchange of the Administrative Agent in the market 
where its foreign currency exchange operations in respect of such currency are then being conducted, at 
or about 12:00 noon, (Toronto time), on such date of determination. 
         “Excluded Subsidiary” means (a) any Subsidiary of the Borrower that does not have total assets 
or  annual  EBITDA  (together  with  its  Subsidiaries  on  a  consolidated  basis)  in  excess  of  3.0%  of 
Consolidated Total Assets and EBITDA, respectively, of the Borrower and its Restricted Subsidiaries (in 
each case calculated for the most recently-ended Test Period) (an “Immaterial Subsidiary”, to the extent 
designated as such by the Borrower from time to time in writing to the Administrative Agent); provided 
that  the  total  assets or  annual  EBITDA  of  all  Immaterial  Subsidiaries  and  Unsecured  Guarantors,  taken 
together,  shall  not  exceed  15.0%  of  Consolidated  Total  Assets  and  EBITDA,  respectively,  of  the 
Borrower  and  its  Restricted  Subsidiaries  (in  each  case  calculated  for  the  most  recently-ended  Test 
Period),  (b)  any  Subsidiary  that  is  prohibited  by  applicable  Law  or  Contractual  Obligations  existing  on 
the Closing Date (or, in the case of any newly acquired Subsidiary, in existence at the time of acquisition 
but  not  entered  into  in  contemplation  thereof)  from  guaranteeing  the  Obligations  or  if  guaranteeing  the 
Obligations would require governmental (including regulatory) consent, approval, license or authorization 
(unless such consent, approval, license or authorization has been obtained), (c) any other Subsidiary with 
respect  to  which,  in  the  reasonable  judgment  of  the  Administrative  Agent,  in  consultation  with  the 
Borrower, the burden or cost or other consequences (including any material adverse tax consequences) of 
providing a Guarantee shall be excessive in view of the benefits to be obtained by the Lenders therefrom, 
(d)  any  not-for-profit  Subsidiaries,  (e)  any  Unrestricted  Subsidiaries,  (f)  any  captive  insurance 
subsidiaries,  (h)  any  non-wholly  owned  Subsidiary  if  guaranteeing  the  Obligations  would  require  third 
party  (other  than  the  Sponsor  Holdcos,  the  Management  Holders,  the  Borrower  and  its  Restricted 
Subsidiaries)  consent,  approval,  license  or  authorization,  unless  such  consent,  approval,  license  or 
authorization has been obtained and (i) the Subsidiaries listed on Schedule 1.01E.   
                                                     28 
LEGAL_US_E # 103023888.27
 
         “Excluded Swap Obligation” shall mean, with respect to any Guarantor, any Dodd-Frank Swap 
Obligation if, and to the extent that, all or a portion of the Guarantee of such Guarantor of, or the grant by 
such Guarantor of a security interest to secure, as applicable, such Dodd-Frank Swap Obligation (or any 
Guarantee thereof) is or becomes illegal under the Commodity Exchange  Act or any rule, regulation or 
order of the Commodity Futures Trading Commission (or the application or official interpretation of any 
thereof) by virtue of such Guarantor’s failure for any reason to constitute an “eligible contract participant” 
as defined in the Commodity Exchange Act and the regulations thereunder at the time the Guarantee of 
such Guarantor or the grant of such security interest becomes effective with respect to such Dodd-Frank 
Swap  Obligation.    If  a  Dodd-Frank  Swap  Obligation  arises  under  a  master  agreement  governing  more 
than one swap, such exclusion shall apply only to the portion of such Dodd-Frank Swap Obligation that is 
attributable to swaps for which such Guarantee or security interest is or becomes illegal. 
         “Existing Credit Agreement” has the meaning given to such term in the Preliminary Statements 
to this Agreement. 
         “Existing Indenture” has the meaning given to such term in the Preliminary Statements to this 
Agreement. 
         “Existing  Letters  of  Credit”  means  each  letter  of  credit  of  the  Borrower  and  its  Restricted 
Subsidiaries listed on Schedule 1.01D. 
         “Existing  Notes”  has  the  meaning  given  to  such  term  in  the  Preliminary  Statements  to  this 
Agreement. 
         “Existing  Notes  Escrow  Condition”  means,  in  the  event  that  the  repurchase  of  the  Existing 
Notes has not occurred in full on or prior to the Closing Date, (a) the Borrower shall have given notice of 
redemption  of  the  remaining  portion  of  the  Existing  Notes  in  accordance  with  the  provisions  of  the 
Existing Indenture, and such notice of redemption shall not be subsequently revoked or rescinded, and (b) 
pending  such  redemption,  the  Borrower  shall  have  set  aside  in  a  manner  reasonably  acceptable  to  the 
Administrative Agent an amount sufficient to redeem in full the remaining portion of the Existing Notes 
(including accrued interest and any applicable premium for such redemption). 
         “Existing Revolver Tranche” has the meaning provided in Section 2.16(b). 
         “Existing  Sponsor  Interest  Bearing  Notes”  has  the  meaning  given  to  such  term  in  the 
Preliminary Statements to this Agreement. 
         “Existing Term Loan Tranche” has the meaning provided in Section 2.16(a). 
         “Expiring Credit Commitment” has the meaning provided in Section 2.04(g). 
         “Extended Revolving Credit Commitments” has the meaning provided in Section 2.16(b). 
         “Extended Term Loans” has the meaning provided in Section 2.16(a). 
         “Extending Revolving Credit Lender” has the meaning provided in Section 2.16(c). 
         “Extending Term Lender” has the meaning provided in Section 2.16(c). 
         “Extension”  means  the  establishment  of  an  Extension  Series  by  amending  a  Loan  pursuant  to 
Section 2.16 and the applicable Extension Amendment. 
         “Extension Amendment” has the meaning provided in Section 2.16(d). 
                                                     29 
LEGAL_US_E # 103023888.27
 
         “Extension Election” has the meaning provided in Section 2.16(c). 
         “Extension Request” means any Term Loan Extension Request or Revolver Extension Request, 
as the case may be. 
         “Extension  Series”  means  any Term  Loan  Extension  Series  or  a  Revolver  Extension  Series, as 
the case may be. 
         “Facility” means a given Class of Initial Term Loans, a given Class of Incremental Term Loans, 
a  given  Refinancing  Series  of  Refinancing  Term  Loans,  a  given  Extension  Series  of  Extended  Term 
Loans,  the  Revolving  Credit  Facility,  a  given  Class  of  Incremental  Revolving  Credit  Commitments,  a 
given  Refinancing  Series  of  Other  Revolving  Credit  Commitments,  or  a  given  Extension  Series  of 
Extended Revolving Credit Commitments, as the context may require. 
         “FATCA” means Sections 1471 through 1474 of the Code (including, for the avoidance of doubt, 
any agreements entered into pursuant to Section 1471(b)(1) of the Code), as of the Closing Date (and any 
amended or successor version thereof that is substantively comparable and not materially more onerous to 
comply  with),  any  current  or  future  Treasury  Regulations  or  other  official  administrative  guidance 
promulgated  thereunder  any  related  intergovernmental  agreements  and  any  non-U.S.  legislation 
implementing any of the foregoing. 
         “Fee Letter” means that certain Fee Letter dated as of the Closing Date, among the Borrower and 
Royal Bank of Canada. 
         “Federal Funds Rate” means, for any day, the rate per annum equal to the weighted average of 
the rates on overnight federal funds transactions with members of the Federal Reserve System arranged 
by federal funds brokers on such day, as published on the next succeeding Business Day by the Federal 
Reserve Bank of New York; provided that (a) if such day is not a Business Day, the Federal Funds Rate 
for such day shall be such rate on such transactions on the next preceding Business Day as so published 
on the next succeeding Business Day, and (b) if no such rate is so published for any day that is a Business 
Day, the average of the quotations for the day for such transactions received by the Administrative Agent 
from three federal funds brokers of recognized standing selected by it. 
         “FIRREA” means the Financial Institutions Reform, Recovery and Enforcement Act of 1989, as 
amended. 
         “First  Lien  Intercreditor  Agreement”  means  an  intercreditor  agreement  substantially  in  the 
form  of  Exhibit  I-1  (which  agreement  shall  be in  such  form  or  with immaterial changes  thereto)  hereto 
between  the  Collateral  Agent  and  one  or  more  collateral  agents  or  representatives  for  the  holders  of 
Permitted Ratio Debt issued or incurred pursuant to Section 7.03(r) that are intended to be secured on a 
pari passu basis with the Obligations. 
         “Flood  Insurance  Laws”  means,  collectively,  (i)  the  National  Flood  Insurance  Act  of  1968  as 
now or hereafter in effect or any successor statute thereto, (ii) the Flood Disaster Protection Act of 1973 
as  now  or  hereafter  in  effect  or  any  successor  statue  thereto,  (iii)  the  National  Flood  Insurance  Reform 
Act  of  1994  as  now  or  hereafter  in  effect  or  any  successor  statute  thereto  and  (iv)  the  Flood  Insurance 
Reform Act of 2004 as now or hereafter in effect or any successor statute thereto. 
         “FRB” means the Board of Governors of the Federal Reserve System of the United States. 
         “Fronting Exposure” means, at any time there is a Defaulting Lender, (a) with respect to the L/C 
Issuer,  such  Defaulting  Lender’s  Pro  Rata  Share  of  the  outstanding  L/C  Obligations  other  than  L/C 
                                                     30 
LEGAL_US_E # 103023888.27
 
Obligations  as  to  which  such  Defaulting  Lender’s  participation  obligation  has  been  reallocated  to  other 
Lenders  or  Cash  Collateralized  in  accordance  with  the  terms  hereof,  and  (b)  with  respect  to  the  Swing 
Line Lender, such Defaulting Lender’s Pro Rata Share of Swing Line Loans other than Swing Line Loans 
as  to  which  such  Defaulting  Lender’s  participation  obligation  has  been  reallocated  to  other  Lenders  or 
Cash Collateralized in accordance with the terms hereof. 
         “Fund”  means  any  Person  (other than  a natural  person)  that is  engaged  in  making,  purchasing, 
holding  or  otherwise  investing  in  commercial  loans  and  similar  extensions  of  credit  in  the  ordinary 
course. 
         “GAAP” means generally accepted accounting principles in the United States of America, as in 
effect from time to time. 
         “Governmental  Authority”  means  any  nation  or  government,  any  state,  province,  territory  or 
other  political  subdivision  thereof,  any  agency,  authority,  instrumentality,  regulatory  body,  court, 
administrative  tribunal,  central  bank  or  other  entity  exercising  executive,  legislative,  judicial,  taxing, 
regulatory or administrative powers or functions of or pertaining to government. 
         “Granting Lender” has the meaning set forth in Section 10.07(i). 
         “Guarantee”  means,  as  to  any  Person,  without  duplication,  (a)  any  obligation,  contingent  or 
otherwise, of such Person guaranteeing or having the economic effect of guaranteeing any Indebtedness 
or  other  monetary  obligation  payable  or  performable  by  another  Person  (the  “primary  obligor”)  in  any 
manner, whether directly or indirectly, and including any obligation of such Person, direct or indirect, (i) 
to  purchase  or  pay  (or  advance  or  supply  funds  for  the  purchase  or  payment  of)  such  Indebtedness  or 
other  monetary  obligation,  (ii)  to  purchase  or  lease  property,  securities  or  services  for  the  purpose  of 
assuring  the  obligee  in  respect  of  such  Indebtedness  or  other  monetary  obligation  of  the  payment  or 
performance of such Indebtedness or other monetary obligation, (iii) to maintain working capital, equity 
capital  or  any  other  financial  statement  condition  or  liquidity  or  level  of  income  or  cash  flow  of  the 
primary  obligor  so  as  to  enable  the  primary  obligor  to  pay  such  Indebtedness  or  other  monetary 
obligation, or (iv) entered into for the purpose of assuring in any other manner the obligee in respect of 
such Indebtedness or other monetary obligation of the payment or performance thereof or to protect such 
obligee against loss in respect thereof (in whole or in part), or (b) any Lien on any assets of such Person 
securing  any  Indebtedness  or  other  monetary  obligation  of  any  other  Person,  whether  or  not  such 
Indebtedness  or  other  monetary  obligation  is  assumed  by  such  Person  (or  any  right,  contingent  or 
otherwise,  of  any  holder  of  such  Indebtedness  to  obtain  any  such  Lien);  provided  that  the  term 
“Guarantee” shall not include endorsements for collection or deposit, in either case in the ordinary course 
of business, or customary and reasonable indemnity obligations in effect on the Closing Date or entered 
into  in  connection  with  any  acquisition  or  disposition  of  assets  permitted  under  this  Agreement  (other 
than such obligations with respect to Indebtedness).  The amount of any Guarantee shall be deemed to be 
an amount equal to the stated or determinable amount of the related primary obligation, or portion thereof, 
in  respect  of  which  such  Guarantee  is  made  or,  if  not  stated  or  determinable,  the  maximum  reasonably 
anticipated liability in respect thereof as determined by the guaranteeing Person in good faith.  The term 
“Guarantee” as a verb has a corresponding meaning. 
         “Guaranteed Obligations” has the meaning set forth in Section 11.01. 
         “Guarantors” means, collectively, (i) the Subsidiaries of the Borrower (other than any Excluded 
Subsidiary),  (ii)  those  Subsidiaries  that  issue  a  Guarantee  of  the  Obligations  after  the  Closing  Date 
pursuant to Section 6.11 or otherwise, at the option of the Borrower, issue a Guarantee of the Obligations 
after the Closing Date and (iii) solely in respect of any Secured Hedge Agreement or Treasury Services 
                                                     31 
LEGAL_US_E # 103023888.27
 
Agreement to which the Borrower is not a party, the Borrower, in each case, until the Guaranty thereof is 
released in accordance with this Agreement. 
         “Guaranty”  means,  collectively,  the  guaranty  of  the Obligations by  the  Guarantors  pursuant  to 
this Agreement. 
         “Hazardous  Materials”  means  all  materials,  pollutants,  contaminants,  chemicals,  compounds, 
constituents, substances or wastes, in any form, including petroleum or petroleum distillates, asbestos or 
asbestos-containing  materials,  polychlorinated  biphenyls,  radon  gas,  mold,  or  other  emissions  that  are 
regulated pursuant to, or which could give rise to liability under, applicable Environmental Law. 
         “Hedge Bank” means any Person that was an Agent, a Lender or an Affiliate of any Agent or a 
Lender on the Closing Date or at the time it entered into a Secured Hedge Agreement, in its capacity as a 
party thereto. 
         “Holdings” has the meaning set forth in Section 7.05(m).  
         “Honor Date” has the meaning set forth in Section 2.03(c)(i). 
         “Identified Participating Lenders” has the meaning set forth in Section 2.05(a)(v)(C)(3). 
         “Identified Qualifying Lenders” has the meaning set forth in Section 2.05(a)(v)(D)(3). 
         “IFRS”  means  International  Financial  Reporting  Standards  as  issued  by  the  International 
Accounting Standards Board and as adopted by the Canadian Institute of Chartered Accountants. 
         “Immaterial Subsidiary” has the meaning set forth in the definition of “Excluded Subsidiary”. 
         “Incremental Amendment” has the meaning set forth in Section 2.14(f). 
         “Incremental Commitments” has the meaning set forth in Section 2.14(a). 
         “Incremental Facility Closing Date” has the meaning set forth in Section 2.14(d). 
         “Incremental Lenders” has the meaning set forth in Section 2.14(c). 
         “Incremental Loan” has the meaning set forth in Section 2.14(b). 
         “Incremental Loan Request” has the meaning set forth in Section 2.14(a). 
         “Incremental Revolving Credit Commitments” has the meaning set forth in Section 2.14(a). 
         “Incremental Revolving Credit Lender” has the meaning set forth in Section 2.14(c). 
         “Incremental Revolving Credit Loan” has the meaning set forth in Section 2.14(b). 
         “Incremental Term Commitments” has the meaning set forth in Section 2.14(a). 
         “Incremental Term Lender” has the meaning set forth in Section 2.14(c). 
         “Incremental Term Loan” has the meaning set forth in Section 2.14(b). 
         “Indebtedness”  means,  as  to  any  Person  at  a  particular  time,  without  duplication,  all  of  the 
following: 
                                                     32 
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                           (a)                           all obligations of such Person for borrowed money and all obligations of 
         such Person evidenced by bonds, debentures, notes, loan agreements or other similar instruments; 
                               
                           (b)                           the  maximum  amount  (after  giving  effect  to  any  prior  drawings  or 
         reductions  which  may  have  been  reimbursed)  of  all  outstanding  letters  of  credit  (including 
         standby  and  commercial),  bankers’  acceptances,  bank  guaranties,  surety  bonds,  performance 
         bonds and similar instruments issued or created by or for the account of such Person; 
                               
                           (c)                           net obligations of such Person under any Swap Agreement; 
                               
                           (d)                           all  obligations  of  such  Person  to  pay  the  deferred  purchase  price  of 
         property or services (other than (i) trade accounts and accrued expenses payable in the ordinary 
         course  of  business  and  (ii)  any  earn-out  obligation  that  is  payable  based  on  the  occurrence  of 
         future  events  other  than  the  passage  of  time  until  such  obligation  is  no  longer  a  contingent 
         liability and (iii) accruals for payroll and other liabilities accrued in the ordinary course); 
                           (e)                                                          indebtedness  (excluding  prepaid  interest  thereon)  secured  by  a  Lien  on 
         property  owned  or  being  purchased  by  such  Person  (including  indebtedness  arising  under 
         conditional  sales  or  other  title  retention  agreements  and  mortgage,  industrial  revenue  bond, 
         industrial development bond and similar financings), whether or not such indebtedness shall have 
         been assumed by such Person or is limited in recourse; 
                               
                           (f)                           all Capital Lease Obligations;  
                           (g)                                                          all obligations of such Person in respect of Disqualified Equity Interests; 
         and 
                               
                           (h)                           to the extent not otherwise included above, all Guarantees of such Person 
         in respect of any of the foregoing. 
         For all purposes hereof, the Indebtedness of any Person shall (A) include the Indebtedness of any 
partnership  or  joint  venture  (other  than  a  joint  venture  that  is  itself  a  corporation  or  limited  liability 
company) in which such Person is a general partner or a joint venturer, except to the extent such Person’s 
liability  for  such  Indebtedness  is  otherwise  expressly  limited  and  only  to  the  extent  such  Indebtedness 
would  be  included  in  the  calculation  of  Consolidated  Total  Debt  and  (B)  exclude  all  intercompany 
liabilities  among  the  Borrower  and  its  Restricted  Subsidiaries  having  a  term  not  exceeding  364  days 
(inclusive  of  any  rollover  or  extensions  of  terms)  and  made  in  the  ordinary  course  of  business  in 
connection  with  the  cash  management  operations  of  the  Borrower  and  its  Restricted  Subsidiaries.    The 
amount  of  any  net  obligation  under  any  Swap  Agreement  on  any  date  shall  be  deemed  to  be  the  Swap 
Termination  Value  thereof  as  of  such  date.  The  amount  of  Indebtedness  of  any  Person  for  purposes  of 
clause  (e)  shall  be  deemed  to  be  equal  to  the  lesser  of  (i)  the  aggregate  unpaid  amount  of  such 
Indebtedness  and  (ii)  the  fair  market  value  of  the  property  encumbered  thereby  as  determined  by  such 
Person in good faith. 
         “Indemnified Liabilities” has the meaning set forth in Section 10.05. 
         “Indemnified Taxes” means, with respect to any Agent or any Lender, all Taxes other than (i) 
Taxes  imposed  on  or  measured  by  its  net  income,  however  denominated,  and  franchise  (and  similar) 
Taxes imposed in lieu of net income Taxes, in each case, by a jurisdiction (a) as a result of such recipient 
being  organized  in  or  having  its  principal  office  (or,  in  the  case  of  any  Lender,  its  applicable  Lending 
Office) in such jurisdiction (or any political subdivision thereof), or (b) as a result of any other connection 
between such Lender or Agent and such jurisdiction other than any connections arising from executing, 
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LEGAL_US_E # 103023888.27
 
delivering,  being  a  party  to,  engaging  in  any  transactions  pursuant  to,  performing  its  obligations  under, 
receiving payments under, or enforcing, any Loan Document, (ii) any branch profits Taxes imposed in the 
United  States  or  Canada  or  any  similar  Tax,  imposed  by  any  jurisdiction  described  in  clause  (i)  above, 
(iii) Taxes attributable to the failure by any Agent or Lender to deliver the documentation required to be 
delivered pursuant to Section 3.01(d), (iv)  in the case of any Lender (other than an assignee pursuant to a 
request by the Borrower under Section 3.07), any Canadian federal withholding Tax that is in effect on 
the date such Lender acquires an interest in a Loan or Commitment, or designates a new Lending Office, 
except  to  the  extent  such  Lender  (or  its  assignor,  if  any)  was  entitled  immediately  prior  to  the  time  of 
designation of a new Lending Office (or acquisition of such interest) to receive additional amounts with 
respect  to  such  withholding  Tax  pursuant  to  Section  3.01  and  (v)  any  U.S.  federal  withholding  Taxes 
imposed  under  FATCA.    For  the  avoidance  of  doubt,  the  term  “Lender”  for  purposes  of  this  definition 
shall include each L/C Issuer and Swing Line Lender. 
         “Indemnitees” has the meaning set forth in Section 10.05. 
         “Information” has the meaning set forth in Section 10.08. 
         “Initial Revolving Borrowing” means one or more borrowings of Revolving Credit Loans on the 
Closing Date in an amount not to exceed the aggregate amounts specified or referred to in the definition 
of the term “Permitted Initial Revolving Credit Borrowing Purposes”; provided, that, without limitation, 
Letters  of  Credit  may  be  issued on  the  Closing  Date  to  backstop  or  replace letters  of  credit,  guarantees 
and performance or similar bonds outstanding on the Closing Date (including deemed issuances of Letters 
of  Credit  under  this  Agreement  resulting  from  existing  issuers  of  letters  of  credit  outstanding  on  the 
Closing Date agreeing to become L/C Issuers under this Agreement). 
         “Initial Term B-1 Commitment” means, as to each Term B-1 Lender, its obligation to make an 
Initial  Term  B-1  Loan  to  the  Borrower  pursuant  to  Section  2.01(a)(i)  in  an  aggregate  amount  not  to 
exceed  the  amount  set  forth  opposite  such  Term  Lender’s  name  in  Schedule  1.01A  under  the  caption 
“Initial Term B-1 Commitment” or in the Assignment and Assumption pursuant to which such Term B-1 
Lender  becomes  a  party  hereto,  as  applicable,  as  such  amount  may  be  adjusted  from  time  to  time  in 
accordance  with  this  Agreement  (including  Section  2.14).    The  initial  aggregate  amount  of  the  Initial 
Term B-1 Commitments is U.S. $250,000,000. 
         “Initial Term B-2 Commitment” means, as to each Term B-2 Lender, its obligation to make an 
Initial  Term  B-2  Loan  to  the  Borrower  pursuant  to  Section  2.01(a)(ii)  in  an  aggregate  amount  not  to 
exceed  the  amount  set  forth  opposite  such  Term  Lender’s  name  in  Schedule  1.01A  under  the  caption 
“Initial Term B-2 Commitment” or in the Assignment and Assumption pursuant to which such Term B-2 
Lender  becomes  a  party  hereto,  as  applicable,  as  such  amount  may  be  adjusted  from  time  to  time  in 
accordance  with  this  Agreement  (including  Section  2.14).    The  initial  aggregate  amount  of  the  Initial 
Term B-2 Commitments is Cdn. $65,000,000. 
         “Initial Term B-1 Loans” means the term loans made by the Lenders on the Closing Date to the 
Borrower pursuant to Section 2.01(a)(i).  
         “Initial Term B-2 Loans” means the term loans made by the Lenders on the Closing Date to the 
Borrower pursuant to Section 2.01(a)(ii).  
         “Initial Term Loans” means the Initial Term B-1 Loans and the Initial Term B-2 Loans.  
         “Intellectual Property Security Agreement” means each First Lien U.S. Copyright Short Form 
Security Agreement, First Lien U.S. Trademark Short Form Security Agreement, First Lien U.S. Patent 
Short  Form  Security  Agreement  and  Intellectual  Property  Security  Agreement  (each  as  defined  in  the 
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applicable Security Agreement), in each case executed and delivered pursuant to the applicable Security 
Agreement. 
         “Intercompany Note” means a promissory note substantially in the form of Exhibit H. 
         “Intercreditor  Agreements”  means the  First  Lien  Intercreditor  Agreement and the Junior  Lien 
Intercreditor Agreement, collectively, in each case to the extent in effect. 
         “Interest  Expense”  means,  with  respect  to  any  Person  for  any  period,  the  sum  of  (a)  gross 
interest expense of such Person for such period on a consolidated basis, including (i) the amortization of 
debt discounts, (ii) the amortization of all fees (including fees with respect to Swap Agreements) payable 
in  connection  with  the  incurrence  of  Indebtedness  to  the  extent  included  in  interest  expense,  (iii)  the 
portion  of  any  payments  or  accruals  with  respect  to  Capital  Lease  Obligations  allocable  to  interest 
expense  and  (iv)  redeemable  preferred  stock  dividend  expenses,  (b)  capitalized  interest  of  such  Person 
and (c) dividends and similar distributions made in cash in respect of Disqualified Equity Interests of such 
Person.  For purposes of the foregoing, gross interest expense shall be determined after giving effect to 
any  net  payments  made  or  received  and  costs  incurred  by  the  Borrower  and  its  Restricted  Subsidiaries 
with respect to Swap Agreements. 
         “Interest  Payment  Date”  means,  (a)  as  to  any  Loan  other  than  a  Base  Rate  Loan  or  any 
Canadian Prime Rate Loan, the last day of each Interest Period applicable to such Loan and the Maturity 
Date  of  the  Facility  under  which  such  Loan  was  made;  provided  that  if  any  Interest  Period  for  a 
Eurocurrency Rate Loan exceeds three months, the respective dates that fall every three months after the 
beginning of such Interest Period shall also be Interest Payment Dates and (b) as to any Canadian Prime 
Rate Loan or Base Rate Loan (including a Swing Line Loan), the last Business Day of each March, June, 
September and December and the Maturity Date of the Facility under which such Loan was made. 
         “Interest  Period”  means,  as  to  each  Eurocurrency  Rate  Loan,  Bankers’  Acceptance  or  BA 
Equivalent  Loan  the  period  commencing  on  the  date  such  Eurocurrency  Rate  Loan  is  disbursed  or 
converted to or continued as a Eurocurrency Rate Loan, Bankers’ Acceptance or BA Equivalent Loan and 
ending on the date one, two, three or six months thereafter or, to the extent agreed by each Lender of such 
Eurocurrency  Rate  Loan,  Bankers’  Acceptance  or  BA  Equivalent  Loan,  twelve  months  or  at  the 
Administrative  Agent’s  discretion  less  than  one  month  thereafter,  as  selected  by  the  Borrower  in  its 
Committed Loan Notice; provided that: 
                                       
                                   (i)                                   any Interest Period that would otherwise end on a day that is not 
                  a  Business  Day  shall  be  extended  to  the  next  succeeding  Business  Day  unless  such 
                  Business  Day  falls  in  another  calendar  month,  in  which  case  such  Interest  Period  shall 
                  end on the next preceding Business Day (or, in the case of Bankers’ Acceptances and BA 
                  Rate  Loans,  such  other  date  as  the  Administrative  Agent  may  reasonably  agree  in 
                  accordance with customary industry practice); 
                                   (ii)                                                                          any  Interest  Period  (other  than  an  Interest  Period  having  a 
                  duration of less than one month) that begins on the last Business Day of a calendar month 
                  (or on a day for which there is no numerically corresponding day in the calendar month at 
                  the end of such Interest Period) shall end on the last Business Day of the calendar month 
                  at the end of such Interest Period; and 
                                       
                                  (iii)                                  no Interest Period shall extend beyond the Maturity Date of the 
                  Facility under which such Loan was made. 
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         “Investment” means, as to any Person, any direct or indirect acquisition or investment by such 
Person,  whether  by  means  of  (a)  the  purchase  or  other  acquisition  of  Equity  Interests  or  debt  or  other 
securities  of  another  Person,  (b)  a  loan,  advance  or  capital  contribution  to,  Guarantee  or  assumption  of 
Indebtedness of, or purchase or other acquisition of any other debt or equity participation or interest in, 
another Person, including any partnership or joint venture interest in such other Person, excluding, in the 
case  of  the  Borrower  and  its  Restricted  Subsidiaries,  intercompany  current  liabilities  incurred  in  the 
ordinary course of business in connection with the cash management operations of the Borrower and its 
Restricted  Subsidiaries  or  (c)  the  purchase  or  other  acquisition  (in  one  transaction  or  a  series  of 
transactions) of all or substantially all of the property and assets or business of another Person or assets 
constituting  a  business  unit,  line  of  business  or  division  of  such  Person.    For  purposes  of  covenant 
compliance, the amount of any Investment at any time shall be the amount actually invested (measured at 
the time made), without adjustment for subsequent increases or decreases in the value of such Investment. 
         “IP Rights” has the meaning set forth in Section 5.17. 
         “ISP”  means,  with  respect  to  any  Letter  of  Credit,  the  “International  Standby  Practices  1998” 
published by the Institute of International Banking Law & Practice, Inc. (or such later version thereof as 
may be in effect at the time of issuance of the relevant Letter of Credit). 
         “Joint Bookrunners” means Royal Bank of Canada and Morgan Stanley Senior Funding, Inc., in 
their respective capacities as joint bookrunners under this Agreement. 
         “Junior  Financing  Documentation”  means  any  documentation  governing  any  Restricted 
Indebtedness. 
         “Junior  Lien  Intercreditor  Agreement”  means  the  Junior  Lien  Intercreditor  Agreement, 
substantially  in  the  form  of  Exhibit  I-2  hereto,  dated  as  of  the  Closing  Date,  among  the  Borrower,  the 
Subsidiaries  of  the  Borrower  from  time  to  time  party  thereto,  the  Collateral  Agent,  Royal  Bank  of 
Canada, as collateral agent under the Second Lien Term Loan Facility Credit Agreement and any Other 
Debt Representative that may become a party thereto. 
         “Latest Maturity Date” means, at any date of determination, the latest Maturity Date applicable 
to any Loan or Commitment hereunder at such time, including the latest maturity date of any Refinancing 
Term  Loan,  any  Refinancing  Term  Commitment,  any  Extended  Term  Loan,  any  Extended  Revolving 
Credit  Commitment,  any  Incremental  Term  Loans,  any  Incremental  Revolving  Credit  Commitments  or 
any Other Revolving Credit Commitments, in each case as extended in accordance with this Agreement 
from time to time. 
         “Laws”  means,  collectively,  all  international,  foreign,  federal,  state,  provincial,  territorial  and 
local  statutes,  treaties,  rules,  guidelines,  regulations,  ordinances,  codes  and  administrative  or  judicial 
precedents  or  authorities,  including  the  interpretation  or  administration  thereof  by  any  Governmental 
Authority  charged  with  the  enforcement,  interpretation  or  administration  thereof,  and  all  applicable 
administrative  orders,  directed  duties,  requests,  licenses,  authorizations  and  permits  of,  and  agreements 
with, any Governmental Authority. 
         “L/C Advance” means, with respect to each Revolving Credit Lender, such Lender’s funding of 
its  participation  in  any  L/C  Borrowing  in  accordance  with  its  Pro  Rata  Share  or  other  applicable  share 
provided for under this Agreement. 
         “L/C  Borrowing”  means  an  extension  of  credit  resulting  from  a  drawing  under  any  Letter  of 
Credit which has not been reimbursed on the applicable Honor Date or refinanced as a Revolving Credit 
Borrowing. 
                                                     36 
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         “L/C  Credit  Extension”  means,  with  respect  to  any  Letter  of  Credit,  the  issuance  thereof  or 
extension of the expiry date thereof, or the renewal or increase of the amount thereof. 
         “L/C Disbursement” means any payment made by an L/C Issuer pursuant to a Letter of Credit. 
         “L/C  Issuer”  means  Royal  Bank  of  Canada,  the  other  L/C  Issuers  listed  on  Schedule  1.01A 
(solely with respect to the Existing Letters of Credit (including any amendment, renewal or replacement 
thereof))  and  any  other  Lender  that  becomes  an  L/C  Issuer  in  accordance  with  Section  2.03(k)  or 
10.07(k), in each case, in its capacity as an issuer of Letters of Credit hereunder, or any successor issuer 
of Letters of Credit hereunder.  If there is more than one L/C Issuer at any given time, the term L/C Issuer 
shall refer to the relevant L/C Issuer(s). 
         “L/C Obligations” means, as at any date of determination, the aggregate undrawn amount of all 
outstanding  Letters  of  Credit  plus  the  aggregate  of  all  Unreimbursed  Amounts,  including  all  L/C 
Borrowings. For purposes of computing the amount available to be drawn under any Letter of Credit, the 
amount of such Letter of Credit shall be determined in accordance with Section 2.03(l).  For all purposes 
of  this  Agreement,  if  on  any  date  of  determination  a  Letter  of  Credit  has  expired  by  its  terms  but  any 
amount may still be drawn thereunder by reason of the operation of Rule 3.14 of the ISP, such Letter of 
Credit shall be deemed to be “outstanding” in the amount so remaining available to be drawn. 
         “Lead  Arrangers”  means Royal  Bank  of  Canada and  Morgan  Stanley  Senior Funding,  Inc.,  in 
their respective capacities as joint lead arrangers and joint bookrunners under this Agreement. 
         “Lender” has the meaning set forth in the introductory paragraph to this Agreement and, as the 
context requires, includes an L/C Issuer and the Swing Line Lender, and their respective successors and 
assigns as permitted hereunder, each of which is referred to herein as a “Lender.” 
         “Lender Default” means (i) the refusal (which may be given verbally or in writing and has not 
been retracted) or failure of any Lender to make available its portion of any incurrence of revolving loans 
or reimbursement obligations required to be made by it, which refusal or failure is not cured within two 
business  days  after  the  date  of  such  refusal  or  failure;  (ii)  the  failure  of  any  Lender  to  pay  over  to  the 
Administrative  Agent,  any  L/C  Issuer  or  any  other  Lender  any  other  amount  required  to  be  paid  by  it 
hereunder  within two  business  days  of the  date  when  due,  unless  subject  to  a  good  faith dispute;  (iii)  a 
Lender has notified the Borrower or the Administrative Agent that it does not intend to comply with its 
funding obligations, or has made a public statement to that effect with respect to its funding obligations, 
under the  Revolving  Credit  Facility  or  under  other agreements  generally  in  which  it  commits  to  extend 
credit; (iv) a Lender has failed, within three Business Days after request by the Administrative Agent, to 
confirm that it will comply with its prospective funding obligations under the Revolving Credit Facility or 
(v)  a  Lender  has  admitted  in  writing  that  it  is  insolvent  or  such  Lender  becomes  subject  to  a  Lender-
Related Distress Event.  For the avoidance of doubt, a Lender Default shall only apply with respect to a 
Lender in respect of each Facility with respect to which such Lender Default applies. 
         “Lender-Related Distress Event” means, with respect to any Lender or any person that directly 
or  indirectly  controls  such  Lender  (each,  a  “Distressed  Person”),  as  the  case  may  be,  a  voluntary  or 
involuntary  case  with  respect  to  such  Distressed  Person  under  any  Debtor  Relief  Laws,  or  a  custodian, 
conservator,  receiver,  trustee,  liquidator,  rehabilitator,  administrator,  administrative  receiver  or  similar 
official is appointed for such Distressed Person or any substantial part of such Distressed Person’s assets, 
or  such  Distressed  Person  or  any  person  that  directly  or  indirectly  controls  such  Distressed  Person  is 
subject to a forced liquidation, or such Distressed Person makes a general assignment for the benefit of 
creditors or is otherwise adjudicated as, or determined by any Governmental Authority having regulatory 
authority over such Distressed Person or its assets to be, insolvent or bankrupt; provided that a Lender-
Related  Distress  Event  shall  not  be  deemed  to  have  occurred  solely  by  virtue  of  the  ownership  or 
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acquisition of any Equity Interests in any Lender or any person that directly or indirectly Controls such 
Lender  by  a  Governmental  Authority  or  an  instrumentality  thereof  so  long  as  such  ownership  interest 
does not result in or provide such Lender with immunity from the jurisdiction of courts within the United 
States or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or 
such  Governmental  Authority  or  instrumentality)  to  reject,  repudiate,  disavow,  disaffirm,  disclaim  or 
resiliate any contracts or agreements made with such Lender. 
         “Lending Office” means, as to any Lender, the office or offices of such Lender described as such 
in such Lender’s Administrative Questionnaire, or such other office or offices as a Lender may from time 
to time notify the Borrower and the Administrative Agent. 
         “Letter of Credit” means any letter of credit issued hereunder, including the Existing Letters of 
Credit.  A Letter of Credit may be a commercial letter of credit or a standby letter of credit. 
         “Letter  of  Credit  Application”  means  an  application  and  agreement  for  the  issuance  or 
amendment of a Letter of Credit, which shall be substantially in the form of Exhibit B-2 or otherwise in a 
form reasonably acceptable to the relevant L/C Issuer. 
         “Letter  of  Credit  Expiration  Date”  means  the  day  that  is  five  (5)  Business  Days  prior  to  the 
scheduled Maturity Date then in effect for the applicable Revolving Credit Facility (or, if such day is not 
a Business Day, the next preceding Business Day). 
         “Letter of Credit Sublimit” means, as to each L/C Issuer, an amount equal to the amount listed 
on Schedule 1.01A.  The Letter of Credit Sublimit is part of, and not in addition to, the Revolving Credit 
Facility.  The initial aggregate Letter of Credit Sublimit for all L/C Issuers is Cdn. $15,000,000. 
         “Lien”  means  any  mortgage,  pledge,  hypothecation,  assignment,  deposit  arrangement, 
encumbrance,  lien  (statutory  or  other),  charge,  or  preference,  priority  or  other  security  interest  or 
preferential  arrangement  of  any  kind  or  nature  whatsoever  (including  any  conditional  sale  or  other  title 
retention agreement, any easement, right of way or other encumbrance on title to Real Property, and any 
Capital Lease Obligations having substantially the same economic effect as any of the foregoing). 
         “Loan” means an extension of credit by a Lender to the Borrower under Article II in the form of 
a Term Loan, a Revolving Credit Loan or a Swing Line Loan (including any Incremental Term Loan and 
any extensions of credit under any Revolving Commitment Increase). 
         “Loan  Documents”  means,  collectively,  (i)  this  Agreement,  (ii)  the  Notes  and  the  Discount 
Notes, (iii) the Collateral Documents, (iv) each Intercreditor Agreement to the extent then in effect, (v) 
each  Letter  of  Credit  Application  and  (vi)  any  Refinancing  Amendment,  Incremental  Amendment  or 
Extension Amendment. 
         “Loan Parties” means, collectively, the Borrower and each Guarantor. 
         “Management Agreement” means the management services agreement entered into between the 
Borrower  and  Sterling  Fund  Management,  LLC  as  of  January  20,  2010,  as  amended,  restated, 
supplemented, modified, renewed or replaced in accordance with this Agreement. 
         “Management Holder” means current and former management and directors of the Borrower or 
its Subsidiaries (and their related parties) who are issued Equity Interests of the Borrower pursuant to a 
management and employee share ownership plan. 
         “Margin Stock” has the meaning set forth in Regulation U issued by the FRB. 
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         “Master Agreement” has the meaning set forth in the definition of “Swap Agreement.” 
         “Material  Adverse  Effect”  means  a  (a)  material  adverse  effect  on  the  business,  operations, 
assets,  liabilities  (actual  or  contingent)  or  financial  condition  of  the  Borrower  and  its  Restricted 
Subsidiaries,  taken  as  a  whole  or  (b)  material  impairment  of  the  validity  and  enforceability  of,  or  a 
material impairment of the material rights, remedies or benefits available to, the Lenders, any L/C Issuer 
or any Agent under any Loan Document. 
         “Material Real Property” means any fee owned real property owned by any Loan Party with a 
fair market value in excess of $3,000,000 (at the Closing Date or, with respect to real property acquired 
after the Closing Date, at the time of acquisition, in each case, as reasonably estimated by the Borrower in 
good faith). 
         “Maturity Date” means (i) with respect to the Initial Term Loans, the date that is six years after 
the Closing Date, (ii) with respect to the Revolving Credit Commitments, the date that is five years after 
the Closing Date, (iii) with respect to any tranche of Extended Term Loans or Extended Revolving Credit 
Commitments, the final maturity date applicable thereto as specified in the applicable Extension Request 
accepted by the respective Lender or Lenders, (iv) with respect to any Refinancing Term Loans or Other 
Revolving Credit Commitments, the final maturity date applicable thereto as specified in the applicable 
Refinancing Amendment and (v) with respect to any Incremental Term Loans or Incremental Revolving 
Credit Commitments, the final maturity date applicable thereto as specified in the applicable Incremental 
Amendment. 
         “Maximum Rate” has the meaning set forth in Section 10.10. 
         “Minimum  Contribution  Amount”  shall  mean,  with  respect  to  any  Canadian  DB  Plan,  the 
aggregate  annual  payments  (including  solvency  and  going  concern  deficit  special  payments  and current 
service contributions) required to be made under applicable law and the Canadian DB Plan terms based 
on  the  most  recently  filed  report  on  the  actuarial  valuation  prepared  with  respect  to  such  Canadian  DB 
Plan  beginning  as  at  the  determination  date  of  the  actuarial  valuation  and  delivered  to  the  Lenders,  as 
updated from time to time.  
         “Moody’s” means Moody’s Investors Service, Inc. and any successor thereto. 
         “Mortgage  Policies”  has  the  meaning  set  forth  in  the  definition  of  “Collateral  and  Guarantee 
Requirement.” 
         “Mortgaged Property” has the meaning set forth in the definition of “Collateral and Guarantee 
Requirement.” 
         “Mortgages”  means  collectively,  the  debentures,  deeds  of  trust,  trust  deeds,  hypothecs  and 
mortgages made by the Loan Parties in favor or for the benefit of the Collateral Agent on behalf of the 
Secured  Parties  creating  and  evidencing  a  Lien  on  a  Mortgaged  Property  in  form  and  substance 
reasonably satisfactory to the Collateral Agent with such terms and provisions as may be required by the 
applicable Laws of the relevant jurisdiction, and any other mortgages executed and delivered pursuant to 
Sections  6.11,  6.13  and  Section  6.15,  in  each  case,  as  the  same  may  from  time  to  time  be  amended, 
restated, supplemented, or otherwise modified. 
         “Multiemployer Plan” means any employee benefit plan of the type described in Section 3(37) 
or 4001(a)(3) of ERISA and subject to ERISA, to which the Borrower, any Restricted Subsidiary or any 
ERISA Affiliate makes or is obligated to make contributions, or during the preceding five plan years, has 
made or been obligated to make contributions, but excludes any Canadian Benefit Plan. 
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         “Net  Income”  means,  with  respect  to  any  Person,  the  net  income  (loss)  of  such  Person, 
determined in accordance with GAAP and before any reduction in respect of preferred stock dividends. 
         “Net Proceeds” means: 
                               
                           (a)                           100% of the cash proceeds actually received by the Borrower or any of 
         the Restricted Subsidiaries (including any cash payments received by way of deferred payment of 
         principal pursuant to a note or installment receivable or purchase price adjustment receivable or 
         otherwise  and  including  casualty  insurance  settlements  and  condemnation  awards,  but  in  each 
         case  only  as  and  when  received)  from  any  Disposition  or  Casualty  Event,  net  of  (i)  attorneys’ 
         fees,  accountants’  fees,  investment  banking  fees,  survey  costs,  title  insurance  premiums,  and 
         related  search  and  recording  charges,  transfer  taxes,  deed  or  mortgage  recording  taxes,  other 
         customary  expenses  and  brokerage,  consultant  and  other  customary  fees  actually  incurred  in 
         connection  therewith,  (ii)  the  principal  amount,  premium  or  penalty,  if  any,  interest  and  other 
         amounts on any Indebtedness that is secured by a Lien (other than a Lien that ranks pari passu 
         with  or  subordinated  to  the  Liens  securing  the  Obligations)  on  the  asset  subject  to  such 
         Disposition  or  Casualty  Event  and  that  is  required  to  be  repaid  (and  is  timely  repaid)  in 
         connection  with  such  Disposition  or  Casualty  Event  (other  than  Indebtedness  under  the  Loan 
         Documents),  (iii)  in  the  case  of  any  Disposition  or  Casualty  Event  by  a  non-wholly  owned 
         Restricted Subsidiary, the pro rata portion of the Net Proceeds thereof (calculated without regard 
         to this clause (iii)) attributable to minority interests and not available for distribution to or for the 
         account of the Borrower or a wholly owned Restricted Subsidiary as a result thereof, (iv) taxes 
         paid  or  reasonably  estimated  to  be  payable  as  a  result  thereof,  and  (v)  the  amount  of  any 
         reasonable reserve established in accordance with GAAP against any adjustment to the sale price 
         or any liabilities (other than any taxes deducted pursuant to clause (i) above) (x) related to any of 
         the  applicable  assets  and  (y)  retained  by  the  Borrower  or  any  of  the  Restricted  Subsidiaries 
         including, without limitation, pension and other post-employment benefit liabilities and liabilities 
         related to environmental matters or against any indemnification obligations (however, the amount 
         of any subsequent reduction of such reserve (other than in connection with a payment in respect 
         of any such liability) shall be deemed to be Net Proceeds of such Disposition or Casualty Event 
         occurring on the date of such reduction); provided, that, if no Default exists, the Borrower may 
         reinvest  any  portion  of  such  proceeds  in  assets  useful  for  its  business  (which  shall  include  any 
         Investment  permitted  by  this  Agreement)  within  12 months  of  such  receipt  and  such  portion  of 
         such proceeds shall not constitute Net Proceeds except to the extent not, within 12 months of such 
         receipt, so reinvested or contractually committed to be so reinvested (it being understood that if 
         any  portion  of  such  proceeds  are  not  so  used  within  such  12  month  period  but within  such  12-
         month period are contractually committed to be used, then upon the termination of such contract 
         or if such Net Proceeds are not so used within 18 months of initial receipt, such remaining portion 
         shall constitute Net Proceeds as of the date of such termination or expiry without giving effect to 
         this  proviso;  it  being  further  understood  that  such  proceeds  shall  constitute  Net  Proceeds 
         notwithstanding  any  investment  notice  if  there  is  a  Specified  Default  at  the  time  of  a  proposed 
         reinvestment  unless  such  proposed  reinvestment  is  made  pursuant  to  a  binding  commitment 
         entered  into  at  a  time  when  no  Specified  Default  was  continuing);  provided,  further,  that  no 
         proceeds  realized  in  a  single  transaction  or  series  of  related  transactions  shall  constitute  Net 
         Proceeds  unless  (x)  such  proceeds  shall  exceed  $3,000,000  or  (y)  the  aggregate  net  proceeds 
         excluded  under  clause  (x)  exceeds  $6,000,000  in  any  fiscal  year  (and  thereafter  only  net  cash 
         proceeds in excess of such amount shall constitute Net Proceeds under this clause (a)), and 
                               
                           (b)                           100% of the cash proceeds from the incurrence, issuance or sale by the 
         Borrower  or  any  of  the  Restricted  Subsidiaries  of  any  Indebtedness,  net  of  all  taxes  paid  or 
         reasonably estimated to be payable as a result thereof and fees (including investment banking fees 
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         and discounts), commissions, costs and other expenses, in each case incurred in connection with 
         such incurrence, issuance or sale. 
         For purposes of calculating the amount of Net Proceeds, fees, commissions and other costs and 
expenses  payable  to  the  Borrower  or  any  Affiliate  of  the  foregoing  shall  be  disregarded,  except  for 
financial advisory fees customary in type and amount paid to the Sponsors and Sponsor Fund Affiliates. 
         “Net Revolving Credit Facility Balance” means the amount of the Total Outstandings under the 
Revolving  Credit  Facility  minus  Cash  and  Cash  Equivalents  of  the  Borrower  and  its  Restricted 
Subsidiaries (other than Restricted Cash). 
         “Non-BA Lender” means a Lender that cannot or does not as a matter of policy issue Bankers’ 
Acceptances. 
         “Non-Consenting Lender” has the meaning set forth in Section 3.07(d). 
         “Non-Debt Fund Affiliate” means any Affiliate of a Sponsor or the Borrower other than (a) the 
Borrower or any Subsidiary of the Borrower, (b) any Debt Fund Affiliates and (c) any natural person. 
         “Non-Defaulting Lender” means, at any time, a Lender that is not a Defaulting Lender. 
         “Non-Expiring Credit Commitment” has the meaning provided in Section 2.04(g). 
         “Not  Otherwise  Applied”  means,  with  reference  to  any  amount  of  Net  Proceeds  of  any 
transaction or event, that such amount (a) was not required to be applied to prepay the Loans pursuant to 
Section  2.05(b),  and  (b)  was  not  previously  (and  is  not  concurrently  being)  applied  in  determining  the 
permissibility  of  a  transaction  under  the  Loan  Documents  where  such  permissibility  was  or  is  (or  may 
have  been)  contingent  on receipt  of  such amount  or  utilization  of  such amount  for  a  specified  purpose; 
provided  that  any  Net  Proceeds  of  Equity  Interests,  capital  contributions  or  Indebtedness  (including 
Sponsor  Subordinated  Debt)  used  to  make  Investments  or  Capital  Expenditures  shall  thereafter  be 
considered “applied” for purposes of this definition, except when such Net Proceeds are subsequently dis-
applied  from  the  financing  of  such  Investments  or  Capital  Expenditures  pursuant  to  clause  (o)  of  the 
definition of “Excess Cash Flow”.  The Borrower shall promptly notify the Administrative Agent of any 
application of such amount as contemplated by clause (b) of this definition. 
         “Note” means a Term Note, a Revolving Credit Note or a Swing Line Note, as the context may 
require. 
         “Obligations” means all (x) advances to, and debts, liabilities, obligations, covenants and duties 
of,  any  Loan  Party  and  its  Restricted  Subsidiaries  arising  under  any  Loan  Document  or  otherwise  with 
respect  to  any  Loan  or  Letter  of  Credit,  whether  direct  or  indirect  (including  those  acquired  by 
assumption),  absolute  or  contingent,  due  or  to  become  due,  now  existing  or  hereafter  arising  and 
including interest and fees that accrue after the commencement by or against any Loan Party or Restricted 
Subsidiary  of  any  proceeding  under  any  Debtor  Relief  Laws  naming  such  Person  as  the  debtor  in  such 
proceeding,  regardless  of  whether  such  interest  and fees are allowed  claims  in  such  proceeding  and  (y) 
obligations  of  any  Loan  Party  or  any  Restricted  Subsidiary  thereof  arising  under  any  Secured  Hedge 
Agreement  or  any  Treasury  Services  Agreement.    Without  limiting  the  generality  of  the  foregoing,  the 
Obligations  of  the  Loan  Parties  under  the  Loan  Documents  (and  of  their  Restricted  Subsidiaries  to  the 
extent they have obligations under the Loan Documents) include (a) the obligation (including guarantee 
obligations) to pay principal, interest, Letter of Credit fees, reimbursement obligations, charges, expenses, 
fees,  Attorney  Costs,  indemnities  and  other  amounts  payable  by  any  Loan  Party  under  any  Loan 
Document  and  (b)  the  obligation  of  any  Loan  Party  to  reimburse  any  amount  in  respect  of  any  of  the 
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LEGAL_US_E # 103023888.27
 
foregoing  that  any  Lender,  in  its  sole  discretion,  may  elect  to  pay  or  advance  on  behalf  of  such  Loan 
Party.  Notwithstanding the foregoing, the obligations of the Borrower or any Restricted Subsidiary under 
any  Secured  Hedge  Agreement  or  any  Treasury  Services  Agreement  shall  be  secured  and  guaranteed 
pursuant  to  the  Collateral  Documents  and  the  Guaranty  only  to  the  extent  that,  and  for  so  long  as,  the 
other Obligations are so secured and guaranteed (other than in connection with a repayment of such other 
Obligations  during  the  continuation  of  an  Event  of  Default).  Notwithstanding  the  foregoing,  the 
Obligations of any Guarantor shall not include any Excluded Swap Obligations of such Guarantor. 
         “OFAC” has the meaning set forth in Section 5.19(a). 
         “Offered Amount” has the meaning set forth in Section 2.05(a)(v)(D)(1). 
         “Offered Discount” has the meaning set forth in Section 2.05(a)(v)(D)(1). 
         “OID” means original issue discount. 
         “Organization Documents” means (a) with respect to any corporation, the certificate or articles 
of incorporation and the bylaws (or equivalent or comparable constitutive documents with respect to any 
non-U.S. or non-Canadian jurisdiction); (b) with respect to any limited liability company, the certificate 
or articles of formation or organization and operating agreement; and (c) with respect to any partnership, 
joint  venture,  trust  or  other  form  of  business  entity,  the  partnership,  joint  venture  or  other  applicable 
agreement  of  formation  or  organization  and  any  agreement,  instrument,  filing  or  notice  with  respect 
thereto filed in connection with its formation or organization with the applicable Governmental Authority 
in  the  jurisdiction  of  its  formation  or  organization  and,  if  applicable,  any  certificate  or  articles  of 
formation or organization of such entity. 
         “Other Applicable Indebtedness” has the meaning specified in Section 2.05(b)(ii). 
         “Other  Debt  Representative”  means,  with  respect  to  any  series  of  Permitted  First  Priority 
Refinancing  Debt  or  Permitted  Second  Priority  Refinancing  Debt,  the  trustee,  administrative  agent, 
collateral agent, security agent or similar agent under the indenture or agreement pursuant to which such 
Indebtedness is issued, incurred or otherwise obtained, as the case may be, and each of their successors in 
such capacities. 
         “Other  Revolving  Credit  Commitments”  means  one  or  more  Classes  of  revolving  credit 
commitments hereunder that result from a Refinancing Amendment. 
         “Other  Revolving  Credit  Loans”  means  one  or  more  Classes  of  Revolving  Credit  Loans  that 
result from a Refinancing Amendment. 
         “Other Taxes” has the meaning specified in Section 3.01(b). 
         “Outstanding Amount” means (a) with respect to the Term Loans, Revolving Credit Loans and 
Swing Line Loans on any date, the aggregate outstanding principal amount thereof after giving effect to 
any borrowings and prepayments or repayments of Term Loans, Revolving Credit Loans (including any 
refinancing  of  outstanding  unpaid  drawings  under  Letters  of  Credit  or  L/C  Credit  Extensions  as  a 
Revolving Credit Borrowing) and Swing Line Loans, as the case may be, occurring on such date; and (b) 
with respect to any L/C Obligations on any date, the aggregate outstanding amount thereof on such date 
after giving effect to any L/C Credit Extension occurring on such date and any other changes thereto as of 
such date, including as a result of any reimbursements of outstanding unpaid drawings under any Letters 
of Credit (including any refinancing of outstanding unpaid drawings under Letters of Credit or L/C Credit 
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Extensions  as  a  Revolving  Credit  Borrowing)  or  any  reductions  in  the  maximum  amount  available  for 
drawing under Letters of Credit taking effect on such date. 
         “Overnight  Rate”  means  (a)  with  respect  to  any  amount  denominated  in  U.S.  Dollars,  the 
Federal  Funds  Rate  and  (b)  with  respect  to  any  amount  denominated  in  Canadian  Dollars,  the  rate  of 
interest per annum at which overnight deposits in Canadian Dollars, in an amount approximately equal to 
the amount with respect to which such rate is being determined, would be offered for such day by Royal 
Bank of Canada in the Canadian interbank market for Canadian Dollars to major banks in such interbank 
market. 
         “Participant” has the meaning set forth in Section 10.07(f). 
         “Participant Register” has the meaning set forth in Section 10.07(f). 
         “Participating Lender” has the meaning set forth in Section 2.05(a)(v)(C)(2). 
         “PBA”  shall  mean  the  Pension  Benefits  Act  (Ontario)  and  all  regulations  made  thereunder,  as 
amended  from  time  to  time,  and  any  corresponding  pension  benefits  standards  legislation  of  other 
Canadian jurisdictions. 
         “PBGC” means the Pension Benefit Guaranty Corporation. 
         “Perfection  Certificate” means  a  certificate  in the form  of  Exhibit  G  hereto  or  any  other  form 
reasonably approved by the Collateral Agent, as the same shall be supplemented from time to time. 
         “Permitted Business Acquisition” means any acquisition of all or substantially all the assets of, 
or  all  the  Equity  Interests  (other  than  directors’  qualifying  shares)  in,  a  Person  or  division  or  line  of 
business  of  a  Person  (or  any  subsequent  investment  made  in  a  Person,  division  or  line  of  business 
previously  acquired  in  a  Permitted  Business  Acquisition);  provided  that  (a)  such  acquisition  was  not 
preceded by, or effected pursuant to, an unsolicited or hostile offer by a Loan Party, (b) immediately after 
giving effect thereto: (i) no Default or Event of Default shall have occurred and be continuing or would 
result therefrom,  (ii)  after giving  effect  on  a  Pro  Forma  Basis  thereto, the  Consolidated  Total  Leverage 
Ratio is no greater than 6.00:1.00, (iii) all transactions related thereto shall be consummated in accordance 
with  applicable  Laws  and  (iv)  any  acquired  or  newly  formed  Subsidiary  shall  not  be  liable  for  any 
Indebtedness except for Indebtedness permitted by Section 7.03 and (c) the total consideration paid by the 
Loan Parties for (i) the acquisition, directly or indirectly, of any Person that does not become a Guarantor 
and  (ii)  in  the  case  of  an  asset  acquisition,  assets  that  are  not  acquired  by  a  Loan  Party,  when  taken 
together  with the  total consideration  for all such  acquired  Persons and assets  acquired  after the  Closing 
Date, shall not exceed, the greater of $15,000,000 and 2.0% of Consolidated Total Assets (determined at 
the time of, and after giving effect to, such acquisition) (plus any return of capital actually received by the 
respective  investors  in  respect  of  acquisitions  previously  made  by  them  pursuant  to  this  clause  (c)(ii)); 
provided that the limitation under this clause (c) shall not apply to any acquisition to the extent (x) such 
acquisition  is  made  with  the  proceeds  of  Sponsor  Subordinated  Debt  (except  to  the  extent  that  such 
proceeds are repaid, repurchased or redeemed pursuant to Section 7.09(b)(i)(I)) or the proceeds of sales of 
or equity contributions in respect of, Qualified Equity Interests of the Borrower Not Otherwise Applied 
(and for the avoidance of doubt, not constituting a Designated Equity Contribution) or (y) the Person so 
acquired (or the Person owning the assets so acquired) becomes a Guarantor even though such Guarantor 
owns Equity Interests in Persons that are not otherwise required to become Guarantors so long as, after 
giving effect thereto, Section 6.11 would be satisfied within the time periods required thereunder. 
         “Permitted  Encumbrances”  means,  with  respect  to  each  Real  Property,  those  Liens  and  other 
encumbrances  permitted  by  paragraphs  (b),  (d),  (h),  (i),  (k),  (m),  (n),  (o),  (u)  or  (z)  of  Section  7.01, 
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provided,  however,  that  in  the  case  of  those  Liens  and  other  encumbrances  permitted  by  clause  (o)  of 
Section  7.01  and  as  described  in  this  definition,  in  the  event  any  Loan  Party  shall  constitute  the  lessor 
under  any  such  lease  or  sublease,  no  Lien  or  encumbrance  created  or  permitted  to  be  incurred  thereby 
shall be permitted hereunder except to the extent such Lien or encumbrance would otherwise constitute a 
Permitted Encumbrance. 
         “Permitted  First  Priority  Refinancing  Debt”  mean  any  Permitted  First  Priority  Refinancing 
Notes and any Permitted First Priority Refinancing Loans. 
         “Permitted  First  Priority  Refinancing  Loans”  means  any  secured  loans  incurred  by  the 
Borrower  in  the  form  of  one  or  more  tranches  of  loans  under  this  Agreement;  provided  that  (i)  such 
Indebtedness  is  secured  by  the  Collateral  on  a  pari  passu  basis  (but  without  regard  to  the  control  of 
remedies) with the Obligations and is not secured by any property or assets other than the Collateral (and 
the Collateral securing the Obligations is perfected at least to the same extent as such other Indebtedness), 
(ii) such Indebtedness is not at any time guaranteed by any Persons other than Persons that are Guarantors 
and  (iii)  such  Indebtedness  does  not  mature  or  have  scheduled  amortization  or  payments  of  principal 
(other  than  customary  offers  to  repurchase  upon  a  change  of  control,  asset  sale  or  event  of  loss  and  a 
customary acceleration right after an event of default) on or prior to the date that is the Latest Maturity 
Date at the time such Indebtedness is incurred or issued. 
         “Permitted First Priority Refinancing Notes” means any secured Indebtedness (including any 
Registered  Equivalent  Notes)  incurred  by  the  Borrower  in  the  form  of  one  or  more  series  of  senior 
secured notes; provided that (i) such Indebtedness is secured by the Collateral on a pari passu basis (but 
without  regard  to  the  control  of  remedies)  with  the  Obligations  and  is  not  secured  by  any  property  or 
assets  other  than  the  Collateral  (and  the  Collateral  securing  the  Obligations  is  perfected  at  least  to  the 
same  extent  as  such  other  Indebtedness),  (ii) such  Indebtedness  is  not  at  any  time  guaranteed  by  any 
Persons other than Persons that are Guarantors, (iii) such Indebtedness does not mature or have scheduled 
amortization  or  payments  of  principal  (other  than  customary  offers  to  repurchase  upon  a  change  of 
control, asset sale or event of loss and a customary acceleration right after an event of default) on or prior 
to  the  date  that is the  Latest  Maturity  Date  at  the  time  such  Indebtedness  is incurred  or issued,  (iv)  the 
security agreements relating to such Indebtedness are substantially the same as or more favorable to the 
Loan  Parties  than the  Collateral  Documents  (with  such  differences  as  are  reasonably  satisfactory  to  the 
Administrative  Agent)  and  (v) an  Other  Debt  Representative  acting  on  behalf  of  the  holders  of  such 
Indebtedness  shall  have  become  party  to  each  Intercreditor  Agreement.    Permitted  First  Priority 
Refinancing Debt will include any Registered Equivalent Notes issued in exchange therefor. 
         “Permitted Holders” means the Sponsors and the Sponsor Fund Affiliates. 
         “Permitted Initial Revolving Credit Borrowing Purposes” means (a) one or more Borrowings 
of Revolving Credit Loans (i) to finance the Transactions and Transaction Expenses and (ii) for working 
capital needs and other general corporate purposes and (b) one or more Borrowings of Revolving Credit 
Loans to fund certain OID or upfront fees agreed to by the Administrative Agent in connection with this 
Agreement or in connection with the borrowing of the Second Lien Term Loans on the Closing Date. 
         “Permitted Other Debt Conditions” means that such applicable debt (i) does not mature or have 
scheduled  amortization  payments  of  principal  or  payments  of  principal  and  is  not  subject  to  mandatory 
redemption, repurchase, prepayment or sinking fund obligations (except customary asset sale or change of 
control provisions that provide for the prior repayment in full of the Loans and all other Obligations), in 
each case on or prior to the Latest Maturity Date at the time such Indebtedness is incurred, (ii) is not at 
any  time  guaranteed  by  any  Persons  other  than  Guarantors  and  (iii)  to  the  extent  secured,  the  security 
agreements  relating  to  such  Indebtedness  are  substantially  the  same  as  or  more  favorable  to  the  Loan 
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LEGAL_US_E # 103023888.27
 
Parties  than  the  Collateral  Documents  (with  such  differences  as  are  reasonably  satisfactory  to  the 
Administrative Agent). 
         “Permitted  Ratio  Debt”  means  Indebtedness  of  the  Borrower  or  any  Restricted  Subsidiary  so 
long  as  immediately  after  giving  effect  on  a  Pro  Forma  Basis  thereto  and  to  the  use  of  the  proceeds 
thereof (i) no Event of Default shall be continuing or result therefrom and (ii) (x) if such Indebtedness is 
unsecured, the Consolidated Total Leverage Ratio is no greater than 5.50:1.00, (y) if such Indebtedness is 
secured on a pari passu basis with the Facilities, the Consolidated First Lien Leverage Ratio is no greater 
than 3.75:1.00 and (z) if such Indebtedness is secured on a junior basis to the Facilities, the Consolidated 
Secured  Leverage  Ratio  is  no  greater  than  5.25:1.00;  provided  that  such  Indebtedness  shall  (A)  have  a 
maturity date that is (and in the case of any unsecured Indebtedness, no scheduled payment, redemption 
or  sinking  fund  or  similar  payments  or  obligations  until)  at  least  ninety-one  (91)  days  after  the  Latest 
Maturity Date at the time such Indebtedness is incurred, (B) have a Weighted Average Life to Maturity 
equal  to  or  greater  than  the  Term  Loans  outstanding  at  the  time  of  incurrence  thereof,  (C)  if  such 
Indebtedness  is  secured  on  a  junior  basis  to  the  Facilities,  be  subject  to  the  Junior  Lien  Intercreditor 
Agreement and, if the Indebtedness is secured on a pari passu basis with the Facilities, be subject to the 
First  Lien  Intercreditor  Agreement,  and  (D)  have  terms  and  conditions  (other  than  pricing,  rate  floors, 
discounts,  fees,  premiums  and  optional  prepayment  or  redemption  provisions)  that  in  the  good  faith 
determination of the Borrower are not materially less favorable (when taken as a whole) to the Borrower 
than the terms and conditions of the Loan Documents (when taken as a whole) (provided that a certificate 
of the Borrower as to the satisfaction of the conditions described in this clause (D) delivered at least five 
(5)  Business  Days  prior  to  the  incurrence  of  such  Indebtedness,  together  with  a  reasonably  detailed 
description of the material terms and conditions of such Indebtedness or drafts of documentation relating 
thereto, stating that the Borrower has determined in good faith that such terms and conditions satisfy the 
foregoing requirements of this clause (D), shall be conclusive unless the Administrative Agent notifies the 
Borrower within such five (5) Business Day period that it disagrees with such determination (including a 
description  of  the  basis  upon  which  it  disagrees));  provided,  further,  that  (i)  any  such  Indebtedness 
incurred  by  Restricted  Subsidiaries  that  are  not  Loan  Parties  does  not  exceed  $10,000,000  in  the 
aggregate at any time outstanding and (ii) no Unsecured Guarantor shall be permitted to incur Permitted 
Ratio  Debt  (it being  understood  that  Unsecured  Guarantors  may  provide  Guarantees  of  Permitted  Ratio 
Debt to the extent otherwise permitted under Section 7.03(m)). 
         “Permitted  Refinancing”  means,  with  respect  to  any  Person,  any  modification,  refinancing, 
refunding,  renewal,  replacement  or  extension  of  any  Indebtedness  of  such  Person;  provided  that (a) the 
principal  amount  (or  accreted  value,  if  applicable)  thereof  does  not  exceed  the  principal  amount  (or 
accreted value, if applicable) of the Indebtedness so modified, refinanced, refunded, renewed, replaced or 
extended  except  by  an  amount  equal  to  unpaid  accrued  interest  and  premium  thereon  plus  other 
reasonable  amounts  paid,  and  fees  and  expenses  reasonably  incurred,  in  connection  with  such 
modification,  refinancing, refunding,  renewal, replacement  or  extension  and  by  an  amount  equal  to  any 
existing  commitments  unutilized  thereunder,  (b)  other  than  with  respect  to  a  Permitted  Refinancing  in 
respect of Indebtedness permitted pursuant to Section 7.03(i), such modification, refinancing, refunding, 
renewal, replacement or extension has a final maturity date equal to or later than the final maturity date 
of, and has a Weighted Average Life to Maturity equal to or greater than the Weighted Average Life to 
Maturity  of,  the  Indebtedness  being  modified,  refinanced,  refunded,  renewed,  replaced  or  extended,  (c) 
other  than  with  respect  to  a  Permitted  Refinancing  in  respect  of  Indebtedness  permitted  pursuant  to 
Sections 7.03(i), at the time thereof, no Event of Default shall have occurred and be continuing and (d) (i) 
to  the  extent such  Indebtedness  being  modified, refinanced,  refunded,  renewed,  replaced  or  extended  is 
subordinated in right of payment to the Obligations, such modification, refinancing, refunding, renewal, 
replacement  or  extension  is  subordinated  in  right  of  payment  to  the  Obligations  on  terms  at  least  as 
favorable  to  the  Lenders  as  those  contained  in  the  documentation  governing  the  Indebtedness  being 
modified,  refinanced,  refunded,  renewed,  replaced  or  extended,  (ii)  such  modification,  refinancing, 
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refunding, renewal, replacement or extension is incurred by the Person who is the obligor of, and does not 
have greater guarantees or security than, the Indebtedness being modified, refinanced, refunded, renewed, 
replaced or extended and (iii) if the Indebtedness being modified, refinanced, refunded, renewed, replaced 
or  extended  was  subject  to  an  Intercreditor  Agreement,  the  holders  of  such  modified,  refinanced, 
refunded,  renewed,  replaced  or  extended  Indebtedness  (if  such  Indebtedness  is  secured)  or  their 
representative on their behalf shall become party to such Intercreditor Agreement. 
         “Permitted  Second  Priority  Refinancing  Debt”  means  secured  Indebtedness  (including  any 
Registered Equivalent Notes) incurred by the Borrower in the form of one or more series of second lien 
(or  other junior  lien)  secured  notes  or second  lien (or  other junior  lien) secured loans;  provided that  (i) 
such Indebtedness is secured by the Collateral on a second priority (or other junior priority) basis to the 
liens securing the Obligations and the obligations in respect of any Permitted First Priority Refinancing 
Debt and is not secured by any property or assets of the Borrower or any Restricted Subsidiary other than 
the Collateral (and the Collateral securing the Obligations is perfected at least to the same extent as such 
other Indebtedness), (ii) such Indebtedness may be secured by a Lien on the Collateral that is junior to the 
Liens securing the Obligations and the obligations in respect of any Permitted First Priority Refinancing 
Debt,  notwithstanding  any  provision  to  the  contrary  contained  in  the  definition  of  “Credit  Agreement 
Refinancing  Indebtedness,”  (iii) an  Other  Debt  Representative  acting  on  behalf  of  the  holders  of  such 
Indebtedness shall have become party to the provisions of the Junior Lien Intercreditor Agreement as a 
“Second Priority Representative” thereunder, and (iv) such Indebtedness meets the Permitted Other Debt 
Conditions.    Permitted  Second  Priority  Refinancing  Debt  will  include  any  Registered  Equivalent  Notes 
issued in exchange therefor. 
         “Permitted  Unsecured  Refinancing  Debt”  means  unsecured  Indebtedness  (including  any 
Registered  Equivalent  Notes)  incurred  by  the  Borrower  in  the  form  of  one  or  more  series  of  senior 
unsecured notes or loans; provided that (i) such Indebtedness constitutes Credit Agreement Refinancing 
Indebtedness and (ii) meets the Permitted Other Debt Conditions. 
         “Person”  means  any  natural  person,  corporation,  limited  liability  company,  trust,  joint  venture, 
association, company, partnership, Governmental Authority or other entity. 
         “Platform” has the meaning set forth in Section 6.02. 
         “Pledged Debt” has the meaning set forth in the Security Agreements. 
         “Pledged Equity” has the meaning set forth in the Security Agreements. 
         “PPSA”  means  the  Personal  Property  Security  Act  (Ontario)  and  the  regulations  thereunder,  as 
from time to time in effect, provided, however, if attachment, perfection or priority of the Administrative 
Agent’s  or  Collateral  Agent’s  security  interests  in  any  Collateral are  governed  by  the  personal  property 
security laws of any Canadian jurisdiction other than Ontario, “PPSA” shall mean those personal property 
security  laws  in  such  other  jurisdiction  for  the  purposes  of  the  provisions  hereof  relating  to  such 
attachment, perfection or priority and for the definitions related to such provisions. 
         “Prime Rate” means, (a) for the purpose of U.S. Dollar denominated Loans made available to the 
Borrower in the United States, at any time, the rate of interest from time to time publicly announced by 
the principal office of the Administrative Agent as its prime commercial lending rate for U.S. Dollar loans 
in  the  United  States  for  such  day  and  (b)  for  the  purpose  of  U.S.  Dollar  denominated  Loans  made 
available to the Borrower in Canada, at any time, the annual rate of interest from time to time publicly 
announced  by  the  principal  office  of  the  Administrative  Agent  in  Toronto,  Ontario  as  its  prime  rate  in 
effect for determining interest rates on U.S. Dollar denominated commercial loans made in Canada. 
                                                     46 
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         “Prior  Liens”  means  Liens  that,  pursuant to  the  provisions  of  any  Collateral  Document,  are  or 
may be superior to the Lien of such Collateral Document. 
         “Pro Forma Basis” means, as to any Person, for any events as described in clauses (a) and (b) 
below  that  occur  subsequent  to  the  commencement  of  a  period  for  which  the  financial  effect  of  such 
events is being calculated, and giving effect to the events for which such calculation is being made, such 
calculation as will give pro forma effect to such events as if such events occurred on the first day of the 
four consecutive fiscal quarter period ended on or before the occurrence of such event (the “Reference 
Period”): 
                           (a)                                                          in making any determination of EBITDA, pro forma effect shall be given 
         to any Asset Disposition, Asset Acquisition (or any similar transaction or transactions that require 
         a waiver or consent of the Required Lenders pursuant to Section 7.02 or 7.05), restructurings, cost 
         savings  initiatives  and  other  similar  initiatives,  in  each  case  that  occurred  during  the  Reference 
         Period  (or,  in  the  case  of  determinations  made  pursuant  to  the  definition  of  the  term  “Asset 
         Acquisition,” occurring during the Reference Period or thereafter and through and including the 
         date upon which the respective Asset Acquisition is consummated); and 
                               
                           (b)                           in making any determination on a Pro Forma Basis, (x) all Indebtedness 
         (including  Indebtedness  incurred  or  assumed  and  for  which  the  financial  effect  is  being 
         calculated,  whether  incurred  under  this  Agreement  or  otherwise,  but  excluding  normal 
         fluctuations  in  revolving  Indebtedness  incurred  for  working  capital  purposes  not  to  finance  any 
         acquisition)  incurred  or  permanently  repaid  during  the  Reference  Period  (or,  in  the  case  of 
         determinations made pursuant to the definition of the term “Asset Acquisition,” occurring during 
         the Reference Period or thereafter and through and including the date upon which the respective 
         Asset  Acquisition  is  consummated)  shall  be  deemed  to  have  been  incurred  or  repaid  at  the 
         beginning of such period and (y) Interest Expense of such Person attributable to interest on any 
         Indebtedness,  for  which  pro  forma  effect  is  being  given  as  provided  in  preceding  clause  (x), 
         bearing floating interest rates shall be computed on a pro forma basis as if the rates that would 
         have been in effect during the period for which pro forma effect is being given had been actually 
         in effect during such periods. 
         Pro  forma  calculations  made  pursuant  to  the  definition  of  the  term  “Pro  Forma  Basis”  shall  be 
determined in good faith by a Responsible Officer of the Borrower and, for any fiscal period ending on or 
prior to the first anniversary of an Asset Acquisition, an Asset Disposition (or any similar transaction or 
transactions that require a waiver or consent of the Required Lenders pursuant to Section 7.02 or 7.05), 
any  restructurings,  any  cost  savings  initiatives  or  other  similar  initiatives,  may  include  adjustments  to 
reflect operating expense reductions and other operating improvements or synergies reasonably expected 
to  result  from  such  Asset  Acquisition,  Asset  Disposition,  restructuring,  cost  savings  initiative  or  other 
similar  transaction  within  12  months  after  the  consummation  of  such  transaction,  to  the  extent  that  the 
Borrower delivers to the Administrative Agent (i) a certificate of a Responsible Officer of the Borrower 
setting  forth  such  operating  expense  reductions  and  other  operating  improvements  or  synergies  and  (ii) 
information and calculations supporting in reasonable detail such estimated operating expense reductions 
and  other  operating  improvements  or  synergies;  provided  that  no  cost  savings,  operating  expense 
reductions  or  operating  improvements  and  synergies  shall  be  made  to  the  extent  duplicative  of  any 
expenses  or charges  otherwise  added  to  EBITDA  (or  already  reflected  in  EBITDA),  whether  through  a 
pro  forma  adjustment  or  otherwise,  for  such  period,  and  such  adjustments  shall  be  subject  to  the 
limitations set forth in clause (a)(x) of the definition of “EBITDA”. 
         “Pro Forma Financial Statements” has the meaning set forth in Section 5.05(a)(i). 
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LEGAL_US_E # 103023888.27
 
         “Pro  Rata  Share”  means,  with  respect  to  each  Lender,  at  any  time  a  fraction  (expressed  as  a 
percentage,  carried  out  to  the  ninth  decimal  place),  the  numerator  of  which  is  the  amount  of  the 
Commitments and, if applicable and without duplication, Term Loans of such Lender under the applicable 
Facility  or  Facilities  at  such  time  and  the  denominator  of  which  is  the  amount  of  the  Aggregate 
Commitments under the applicable Facility or Facilities and, if applicable and without duplication, Term 
Loans under the applicable Facility or Facilities at such time; provided that, in the case of the Revolving 
Credit Facility, if such Commitments have been terminated, then the Pro Rata Share of each Lender shall 
be  determined  based  on  the  Pro  Rata  Share  of  such  Lender  immediately  prior  to  such  termination  and 
after giving effect to any subsequent assignments made pursuant to the terms hereof. 
         “Projections” has the meaning set forth in Section 6.01(c). 
         “Public Lender” has the meaning set forth in Section 6.02. 
         “Qualified ECP Guarantor” means in respect of any Dodd-Frank Swap Obligation, each Loan 
Party  that,  at  the  time  the  relevant  guarantee  (or  grant  of  the  relevant  security  interest,  as  applicable) 
becomes or would become effective with respect to such Dodd Frank Swap Obligation, has total assets 
exceeding  $10,000,000  or  such  other  person  as  constitutes  an  “eligible  contract  participant”  under  the 
Commodity  Exchange  Act  or  any  regulations  promulgated  thereunder  and  which  may  cause  another 
person to qualify as an “eligible contract participant” with respect to such Dodd-Frank Swap Obligation at 
such time by entering into a keepwell pursuant to section 1a(18)(A)(v)(II) of the Commodity Exchange 
Act (or any successor provision thereto). 
         “Qualified  Equity  Interests”  means  any  Equity  Interests  that  are  not  Disqualified  Equity 
Interests. 
         “Qualified  IPO”  means  the  issuance  by  the  Borrower  or  any  direct  or  indirect  parent  of  the 
Borrower of its common Equity Interests in an underwritten primary public offering (other than a public 
offering pursuant to a registration statement on Form S-8) pursuant to an effective registration statement 
filed  with  the  U.S.  Securities  and  Exchange  Commission  in  accordance  with  the  Securities  Act  or 
pursuant to a prospectus filed under applicable Canadian securities laws (in each case whether alone or in 
connection with a secondary public offering). 
         “Qualifying Lender” has the meaning set forth in Section 2.05(a)(v)(D)(3). 
         “Real Property” means, collectively, all right, title and interest (including any leasehold, mineral 
or other estate) in and to any and all parcels of or interests in real property owned or leased by any Person, 
whether  by  lease,  license  or  other  means,  together  with,  in  each  case,  all  easements,  hereditaments  and 
appurtenances  relating  thereto,  all  improvements  and  appurtenant  fixtures  and  equipment,  all  general 
intangibles  and  contract  rights  and  other  property  and  rights  incidental  to  the  ownership,  lease  or 
operation thereof. 
         “Reference Period” has the meaning set forth in the definition of the term “Pro Forma Basis.” 
         “Refinanced Debt” has the meaning set forth in the definition of Credit Agreement Refinancing 
Indebtedness. 
         “Refinancing”  has  the  meaning  given  to  such  term  in  the  Preliminary  Statements  to  this 
Agreement. 
         “Refinancing Amendment” means an amendment to this Agreement executed by each of (a) the 
Borrower, (b) the Administrative Agent, (c) each Additional Refinancing Lender and (d) each Lender that 
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LEGAL_US_E # 103023888.27
 
agrees to provide any portion of Refinancing Term Loans, Other Revolving Credit Commitments or Other 
Revolving Credit Loans incurred pursuant thereto, in accordance with Section 2.15. 
         “Refinancing  Series”  means  all  Refinancing  Term  Loans,  Refinancing  Term  Commitments, 
Other Revolving Credit Commitments or Other Revolving Credit Loans that are established pursuant to 
the  same  Refinancing  Amendment  (or  any  subsequent  Refinancing  Amendment  to  the  extent  such 
Refinancing  Amendment  expressly  provides  that  the  Refinancing  Term  Loans,  Refinancing  Term 
Commitments,  Other  Revolving  Credit  Commitments  or  Other  Revolving  Credit  Loans  provided  for 
therein are intended to be a part of any previously established Refinancing Series) and that provide for the 
same  All-In  Yield  and,  in  the  case  of  Refinancing  Term  Loans  or  Refinancing  Term  Commitments, 
amortization schedule. 
         “Refinancing  Term  Commitments”  means  one  or  more  Classes  of  Term  Commitments 
hereunder  that  are  established  to  fund  Refinancing  Term  Loans  of  the  applicable  Refinancing  Series 
hereunder pursuant to a Refinancing Amendment. 
         “Refinancing  Term  Loans”  means  one  or  more  Classes  of  Term  Loans  hereunder  that  result 
from a Refinancing Amendment. 
         “Register” has the meaning set forth in Section 10.07(d). 
         “Registered Equivalent Notes” means, with respect to any notes originally issued in an offering 
pursuant  to  Rule  144A  under  the  Securities  Act  or  other  private  placement  transaction  under  the 
Securities  Act,  substantially  identical  notes  (having  the  same  guarantees)  issued  in  a  dollar-for-dollar 
exchange therefor pursuant to an exchange offer registered with the SEC. 
         “Release”  means  any  spilling,  leaking,  seepage,  pumping,  pouring,  emitting,  emptying, 
discharging, injecting, escaping, leaching, dumping, disposing, depositing or dispersing. 
         “Remaining Present Value” means, as of any date with respect to any lease, the present value as 
of such date of the scheduled future lease payments with respect to such lease, determined with a discount 
rate  equal  to  a  market  rate  of  interest  for  such  lease  reasonably  determined  at  the  time  such  lease  was 
entered into. 
         “Reportable  Event”  means  any  of  the  events  set  forth  in  Section  4043(c)  of  ERISA  or  the 
regulations  issued  thereunder,  other  than  events  for  which  the  thirty  (30)  day  notice  period  has  been 
waived. 
         “Repricing  Transaction”  means  (a)  any  amendment,  amendment  and  restatement  or  other 
modification  of  the  Loan  Documents  that  has  the  effect  of  reducing  the  All-In  Yield  then  in  effect  for 
Initial  Term  Loans,  (b)  any  transaction  in  which  all  or  any  portion  of  the  Initial  Term  Loans  are 
voluntarily prepaid or mandatorily prepaid with the net cash proceeds of issuances, offerings or placement 
of  Indebtedness,  or  refinanced  substantially  concurrently  with  the  incurrence  of,  or  conversion  of  the 
Initial Term Loans into, new Indebtedness that has an All-In Yield lower than the All-In Yield in effect 
for the Initial Term Loans so prepaid or (c) any transaction in which a Lender must assign its Initial Term 
Loans  as  a  result  of  its  failure  to  consent  to  an  amendment,  amendment  and  restatement  or  other 
modification  of  the  Initial  Term  Loans  that  would  have  the  effect  of  reducing  the  All-In  Yield  then  in 
effect for the Initial Term Loans, in each case other than in connection with a Change of Control. 
         “Request  for  Credit  Extension”  means  (a)  with  respect  to  a  Borrowing,  continuation  or 
conversion of Term Loans or Revolving Credit Loans, a Committed Loan Notice, (b) with respect to an 
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LEGAL_US_E # 103023888.27
 
L/C Credit Extension, a Letter of Credit Application, and (c) with respect to a Swing Line Loan, a Swing 
Line Loan Notice. 
         “Required  Class  Lenders”  means,  with  respect  to  any  Class  on  any  date  of  determination, 
Lenders  having  more  than  50%  of  the  sum  of  (i)  the  outstanding  Loans  under  such  Class  and  (ii)  the 
aggregate unused Commitments under such Facility; provided that the unused Commitments of, and the 
portion of the Total Outstandings under such Class held or deemed held by, any Defaulting Lender shall 
be excluded for purposes of making a determination of the Required Facility Lenders; provided, further, 
that, to the same extent set forth in Section 10.07(n) with respect to determination of Required Lenders, 
the Loans of any Affiliated Lender shall in each case be excluded for purposes of making a determination 
of Required Class Lenders. 
         “Required Facility Lenders” mean, as of any date of determination, with respect to any Facility, 
Lenders  having  more  than 50%  of the  sum  of   (a)  the  Total  Outstandings  under such  Facility  (with the 
aggregate  amount  of  each  Lender’s  risk  participation  and  funded  participation  in  L/C  Obligations  and 
Swing Line Loans, as applicable, under such Facility being deemed “held” by such Lender for purposes 
of  this  definition)  and  (b)  the  aggregate  unused  Commitments  under  such  Facility;  provided  that  the 
unused Commitments of, and the portion of the Total Outstandings under such Facility held or deemed 
held by, any Defaulting Lender shall be excluded for purposes of making a determination of the Required 
Facility Lenders; provided, further, that, to the same extent set forth in Section 10.07(n) with respect to 
determination of Required Lenders, the Loans of any Affiliated Lender shall in each case be excluded for 
purposes of making a determination of Required Facility Lenders. 
         “Required Lenders” means, as of any date of determination, Lenders having more than 50% of 
the sum of the (a) Total Outstandings (with the aggregate amount of each Lender’s risk participation and 
funded participation in L/C Obligations and Swing Line Loans being deemed “held” by such Lender for 
purposes  of  this  definition),  (b)  aggregate  unused  Term  Commitments  and  (c)  aggregate  unused 
Revolving  Credit  Commitments;  provided  that  the  unused  Term  Commitment  and  unused  Revolving 
Credit Commitment of, and the portion of the Total Outstandings held or deemed held by, any Defaulting 
Lender shall be excluded for purposes of making a determination of Required Lenders; provided, further, 
that, to the same extent set forth in Section 10.07(n) with respect to determination of Required Lenders, 
the Loans of any Affiliated Lender shall in each case be excluded for purposes of making a determination 
of Required Lenders. 
         “Required  Revolving  Credit  Lenders”  means,  as  of  any  date  of  determination,  Revolving 
Credit Lenders having more than 50% of the sum of the (a) Outstanding Amount of all Revolving Credit 
Loans,  Swing  Line  Loans  and  all  L/C  Obligations  (with  the  aggregate  amount  of  each  Lender’s  risk 
participation and funded participation in L/C Obligations and Swing Line Loans being deemed “held” by 
such  Lender  for  purposes  of  this  definition)  and  (b)  aggregate  unused  Revolving  Credit  Commitments; 
provided that unused Revolving Credit Commitment of, and the portion of the Outstanding Amount of all 
Revolving  Credit  Loans,  Swing  Line  Loans  and  all  L/C  Obligations  held  or  deemed  held  by,  any 
Defaulting  Lender  shall  be  excluded  for  purposes  of  making  a  determination  of  Required  Revolving 
Credit Lenders. 
         “Responsible  Officer”  means  the  chief  executive  officer,  president,  vice  president,  chief 
financial  officer,  treasurer,  general  counsel  or  other  similar  officer  of  a  Loan  Party  and,  as  to  any 
document  delivered  on  the  Closing  Date,  any  secretary  or  assistant  secretary  of  such  Loan  Party.    Any 
document  delivered  hereunder  that  is  signed  by  a  Responsible  Officer  of  a  Loan  Party  shall  be 
conclusively presumed to have been authorized by all necessary corporate, partnership and/or other action 
on the part of such Loan Party and such Responsible Officer shall be conclusively presumed to have acted 
on behalf of such Loan Party. 
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         “Restricted  Cash”  means  cash  and  Cash  Equivalents  held  by  Restricted  Subsidiaries  that  are 
contractually restricted from being distributed to the Borrower, or that are subject to any Lien, other than 
nonconsensual  Liens  permitted  by  Section  7.01  and  Liens  permitted  by  Section 7.01(b),  clauses  (i)  and 
(ii) of Section 7.01(p), Section 7.01(q), Section 7.01(aa) (only to the extent the Obligations are secured by 
such cash and Cash Equivalents), Section 7.01(bb) (only to the extent the Obligations are secured by such 
cash and Cash Equivalents) and Section 7.01(cc) (only to the extent the Obligations are secured by such 
cash and Cash Equivalents). 
         “Restricted  Indebtedness”  means  (a)  the  Second  Lien  Term  Loans  and  the  Second  Lien 
Incremental Term Loans, (b) Permitted Ratio Debt of the type described in clauses (ii)(x) and (z) of the 
definition thereof, (c) Permitted Second Priority Refinancing Debt, (d) Permitted Unsecured Refinancing 
Debt,  (e)  Sponsor  Subordinated  Debt,  (f)  any  Indebtedness  of  the  Borrower  or  any  of  its  Restricted 
Subsidiaries that is subordinated in writing to the Obligations and (g) any Indebtedness of the Borrower 
and its Restricted Subsidiaries that is secured by a Lien on the Collateral that is junior to the Liens in the 
Collateral  securing  the  Obligations;  and  in  each  case  any  Indebtedness  arising  from  a  Permitted 
Refinancing of any of the foregoing. 
         “Restricted  Payment”  means  any  dividend  or  other  distribution  (whether  in  cash,  securities  or 
other property) with respect to any Equity Interest of the Borrower or any Restricted Subsidiary, or any 
payment (whether in cash, securities or other property), including any sinking fund or similar deposit, on 
account  of  the  purchase,  redemption,  retirement,  defeasance,  acquisition,  cancellation  or  termination  of 
any  such  Equity  Interest,  or  on  account  of  any  return  of  capital  to  the  Borrower’s  or  a  Restricted 
Subsidiary’s stockholders, partners or members (or the equivalent Persons thereof). 
         “Restricted  Subsidiary”  means  any  Subsidiary  of  the  Borrower  other  than  an  Unrestricted 
Subsidiary. 
         “Restructuring  and  Integration  Costs”  means,  without  duplication,  (a)  business  optimization 
expenses and other restructuring and integration charges (which for the avoidance of doubt shall include, 
without  limitation,  the  effect  of  facility  closures,  retention  and  transition  costs,  severance  costs,  system 
establishment costs and costs in respect of excess pensions of the Borrower and its Restricted Subsidiaries 
and related consulting and advisory fees and expenses), (b) non-recurring upfront costs of projects that are 
factually  supportable  and  that  management  reasonably  expects  to  add  value  to  the  business  of  the 
Borrower  and  its  Restricted  Subsidiaries  and  (c)  the  costs  of  any  temporary  increase  (and  less  the  cost 
savings from any temporary decrease) in wage and hour levels as compared to standard levels pursuant to 
a formal program of the Borrower (determined on a pro forma basis as if the amount of such cost increase 
or cost reduction had had effect from the first day of the applicable Test Period). 
         “Revolver Extension Request” has the meaning provided in Section 2.16(b). 
         “Revolver Extension Series” has the meaning provided in Section 2.16(b). 
         “Revolving Commitment Increase” has the meaning set forth in Section 2.14(a). 
         “Revolving Credit Borrowing” means a borrowing consisting of simultaneous Revolving Credit 
Loans  of  the  same  Type  and,  in  the  case  of  Eurocurrency  Rate  Loans,  Bankers’  Acceptances  and  BA 
Equivalent  Loans,  having  the  same  Interest  Period  made  by  each  of  the  Revolving  Credit  Lenders 
pursuant to Section 2.01(b). 
         “Revolving Credit Commitment” means, as to each Revolving Credit Lender, its obligation to 
(a) make Revolving Credit Loans to the Borrower pursuant to Section 2.01(b), (b) purchase participations 
in L/C Obligations in respect of Letters of Credit and (c) purchase participations in Swing Line Loans, in 
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an  aggregate  principal  amount  at  any  one  time  outstanding  not  to exceed  the  amount  set  forth  opposite 
such  Lender’s  name  on  Schedule  1.01A  under  the  caption  “Revolving  Credit  Commitment”  or  in  the 
Assignment  and  Assumption  pursuant  to  which  such  Lender  becomes  a  party  hereto,  as  applicable,  as 
such  amount  may  be  adjusted  from  time  to  time  in  accordance  with  this  Agreement  (including  Section 
2.14).  The  aggregate  Revolving  Credit  Commitments  of  all  Revolving  Credit  Lenders  shall  be  Cdn. 
$125,000,000 on the Closing Date, as such amount may be adjusted from time to time in accordance with 
the terms of this Agreement. 
         “Revolving  Credit  Exposure”  means,  as  to  each  Revolving  Credit  Lender,  the  sum  of  the 
amount of the outstanding principal amount of such Revolving Credit Lender’s Revolving Credit Loans 
and its Pro Rata Share or other applicable share provided for under this Agreement of the amount of the 
L/C Obligations and the Swing Line Obligations at such time. 
         “Revolving Credit Facility” means, at any time, the aggregate amount of the Revolving Credit 
Commitments at such time. 
         “Revolving  Credit  Lender”  means,  at  any  time,  any  Lender  that  has  a  Revolving  Credit 
Commitment  at  such  time  or,  if  the  Revolving  Credit  Commitments  have  terminated,  Revolving  Credit 
Exposure. 
         “Revolving Credit Loans” means any Revolving Credit Loan made pursuant to Section 2.01(b), 
Revolving  Commitment  Increases,  Other  Revolving  Credit  Loans  or  Extended  Revolving  Credit 
Commitments, as the context may require. 
         “Revolving  Credit  Note”  means  a  promissory  note  of  the  Borrower  payable  to  any  Revolving 
Credit  Lender  or  its  registered  assigns,  in  substantially  the  form  of  Exhibit  C-2  hereto,  evidencing  the 
aggregate  Indebtedness  of  the  Borrower  to  such  Revolving  Credit  Lender  resulting  from  the  Revolving 
Credit Loans made by such Revolving Credit Lender to the Borrower. 
         “S&P”  means  Standard  &  Poor’s  Financial  Services  LLC,  a  division  of  The  McGraw-Hill 
Companies, Inc., and any successor thereto. 
         “Same Day Funds” means immediately available funds. 
         “Schedule I Lender” means a Lender that is a Canadian chartered bank listed on Schedule I of 
the Bank Act (Canada).   
          “SEC”  means  the  U.S.  Securities  and  Exchange  Commission,  or  any  Governmental  Authority 
succeeding to any of its principal functions. 
         “Second  Lien  Incremental  Term  Loans”  means  the  “Incremental  Loans”  (or  equivalent) 
borrowed  by  the  Borrower  under,  and  as  such  term  (or  equivalent term)  is  defined  in,  the  Second  Lien 
Term Loan Facility Credit Agreement. 
         “Second  Lien  Term  Loan  Facility”  means  the  senior  secured  second  lien  term  loan  facility 
under the Second Lien Term Loan Facility Credit Agreement. 
         “Second  Lien  Term  Loan  Facility  Credit  Agreement”  means  the  Second  Lien  Credit 
Agreement  dated  as  of  the  Closing  Date,  as  the  same  may  be  amended,  modified,  refinanced  and/or 
restated  from  time  to  time  in  accordance  with  Section  7.09(b)(ii),  among  the  Borrower,  the  other 
guarantors from time to time party thereto, the lenders from time to time party thereto and Royal Bank of 
Canada, as administrative agent and collateral agent. 
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         “Second  Lien  Term  Loan  Facility  Documentation”  means  the  “Loan  Documents”,  as  such 
term is defined in the Second Lien Term Loan Facility Credit Agreement. 
         “Second Lien Term Loans” means the term loans borrowed by the Borrower under the Second 
Lien Term Loan Facility. 
         “Secured  Hedge  Agreement”  means  any  Swap  Agreement  permitted  under  Article  VII  that  is 
entered into by and between any Loan Party or any Restricted Subsidiary and any Hedge Bank. 
         “Secured  Parties”  means,  collectively,  the  Administrative  Agent,  the  Collateral  Agent,  the 
Lenders, the L/C Issuers, the Hedge Banks, the Cash Management Banks, the Supplemental Agents and 
each co-agent or sub-agent appointed by the Administrative Agent or Collateral Agent from time to time 
pursuant to Section 9.02. 
         “Securities Act” means the Securities Act of 1933, as amended. 
         “Security  Agreements”  means  the  Canadian  Security  Agreement,  the  Canadian  Pledge 
Agreement and/or the U.S. Security Agreement, as the context may require. 
         “Security Agreement Supplement” has the meaning set forth in the Security Agreement. 
         “Senior Debt Obligations” means Senior Obligations (as defined in the Junior Lien Intercreditor 
Agreement). 
         “Solicited Discount Proration” has the meaning set forth in Section 2.05(a)(v)(D)(3). 
         “Solicited          Discounted                         Prepayment                                         Amount”                                                           has                                                                          the                                                                                 meaning                                                                                        set                                                                                                     forth                                                                                                           in 
Section 2.05(a)(v)(D)(1). 
         “Solicited Discounted Prepayment Notice” means a written notice of the Borrower of Solicited 
Discounted  Prepayment  Offers  made  pursuant  to  Section 2.05(a)(v)(D)  substantially  in  the  form  of 
Exhibit L-6. 
         “Solicited Discounted Prepayment Offer” means the irrevocable written offer by each Lender, 
substantially  in  the  form  of  Exhibit L-7,  submitted  following  the  Administrative  Agent’s  receipt  of  a 
Solicited Discounted Prepayment Notice. 
         “Solicited  Discounted  Prepayment  Response  Date”  has  the  meaning  set  forth  in 
Section 2.05(a)(v)(D)(1). 
         “Solvent” and “Solvency” mean, with respect to any Person, on any date of determination, that 
on such date (a) the fair value of the assets of such Person and its Subsidiaries, on a consolidated basis, 
exceeds, on a consolidated basis, their debts and liabilities, subordinated, contingent or otherwise, (b) the 
present fair saleable value of the property of such Person and its Subsidiaries, on a consolidated basis, is 
greater than the amount that will be required to pay the probable liability, on a consolidated basis, of their 
debts  and  other  liabilities,  subordinated,  contingent  or  otherwise,  as  such  debts  and  other  liabilities 
become  absolute  and  matured, (c)  such  Person  and  its  Subsidiaries,  on  a  consolidated  basis, are  able to 
pay their debts and liabilities, subordinated, contingent or otherwise, as such liabilities become absolute 
and matured, (d) such Person and its Subsidiaries, on a consolidated basis, are not engaged in, and are not 
about to engage in, business for which they have unreasonably small capital and (e) solely with respect to 
any  Person  that  is  organized  under  the  Laws  of  Canada  or  any  province  or  territory  thereof,  (i)  the 
aggregate  property  of  such  Person  and  its  Subsidiaries,  on  a  consolidated  basis,  is,  at  a  fair  valuation, 
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sufficient, or, if disposed of at a fairly conducted sale under legal process, would be sufficient, to enable 
payment  of  all  its  obligations,  due  and  accruing  due,  (ii)  such  Person  and  its  Subsidiaries,  on  a 
consolidated basis, have not ceased paying their current obligations in the ordinary course of business as 
they generally become due, and (iii) such Person and its Subsidiaries, on a consolidated basis, are not for 
any reason unable to meet its obligations as they generally become due.  The amount of any contingent 
liability  at  any  time  shall  be  computed  as  the  amount  that  would  reasonably  be  expected  to  become  an 
actual and matured liability. 
         “SPC” has the meaning set forth in Section 10.07(i). 
         “Specified Default” means a Default under Section 8.01(a), (f) or (g). 
         “Specified Discount” has the meaning set forth in Section 2.05(a)(v)(B)(1). 
         “Specified          Discount                          Prepayment                                        Amount”                                                          has                                                                        the                                                                                meaning                                                                                       set                                                                                                    forth                                                                                                           in 
Section 2.05(a)(v)(B)(1). 
         “Specified  Discount  Prepayment  Notice”  means  a  written  notice  of  the  Borrower  Offer  of 
Specified  Discount  Prepayment  made  pursuant  to  Section 2.05(a)(v)(B)  substantially  in  the  form  of 
Exhibit L-8. 
         “Specified  Discount  Prepayment  Response”  means  the  irrevocable  written  response  by  each 
Lender, substantially in the form of Exhibit L-9, to a Specified Discount Prepayment Notice. 
         “Specified  Discount  Prepayment  Response  Date”  has  the  meaning  set  forth  in 
Section 2.05(a)(v)(B)(1). 
         “Specified Discount Proration” has the meaning set forth in Section 2.05(a)(v)(B)(3). 
         “Specified  Equity  Contribution”  means  any  cash  contribution  to  the  common  equity  of  the 
Borrower and/or any purchase or investment in an Equity Interest of the Borrower other than Disqualified 
Equity Interests. 
         “Specified Foreign Subsidiaries” means (i) Livingston Luxco S.a r.l., (ii) the direct or indirect 
Subsidiaries of Livingston Luxco S.a r.l. as of the Closing Date and (iii) the direct or indirect Subsidiaries 
of  Livingston  Luxco  S.a  r.l.  acquired  or  formed  after  the  Closing  Date  (other  than  Subsidiaries  of  the 
Borrower  that  are  not  direct  or  indirect  Subsidiaries  of  Livingston  Luxco  S.a  r.l.  (unless  otherwise 
constituting an Excluded Subsidiary)). 
         “Specified Term B-1 Escrow Condition” means, with respect to any request by the Borrower to 
the  Administrative  Agent  to  disburse  funds  to  the  Borrower  from  the  Specified  Term  B-1  Proceeds 
Account:  (a)  at the  time  of  the  applicable  withdrawal  and  after  giving  effect  to the  use  of  the  proceeds 
therefrom,  the  Consolidated  Total  Leverage  Ratio  on  a  Pro  Forma  Basis  is  equal  to  or  less  than  the 
Consolidated  Total  Leverage  Ratio  as  of  the  last  day  of  the  twelve-month  period  reflected  in  the  Pro 
Forma Financial Statements (on a Pro Forma Basis giving effect to the Transactions), (b) at the time of 
the applicable withdrawal and after giving effect to the use of the proceeds therefrom, the Consolidated 
First  Lien  Leverage  Ratio  on  a  Pro  Forma  Basis  is  equal  to  or  less  than  the  Consolidated  First  Lien 
Leverage  Ratio  as  of  the  last  day  of  the  twelve-month  period  reflected  in  the  Pro  Forma  Financial 
Statements  (on  a  Pro  Forma  Basis  giving  effect  to  the  Transactions)  and  (c)  the  Borrower  shall  have 
delivered  to  the  Administrative  Agent  a  duly  executed  certificate  from  a  Responsible  Officer  of  the 
Borrower certifying (i) that the proceeds from such disbursement shall be reasonably promptly applied to 
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a use in compliance with Section 6.17 hereof and (ii) compliance with the foregoing clauses (a) and (b) (a 
“Specified Term B-1 Withdrawal Notice”). 
         “Specified Term B-1 Proceeds” means the amount of any Initial Term B-1 Loans funded on the 
Closing Date in excess of U.S. $235,000,000.    
         “Specified Term B-1 Proceeds Account” has the meaning set forth in Section 2.01(c). 
         “Specified Term B-1 Termination Date” means the date that is 180 days following the Closing 
Date. 
         “Specified Term B-1 Withdrawal Date” has the meaning set forth in Section 2.01(c). 
         “Specified  Term  B-1  Withdrawal  Notice”  has  the  meaning  set  forth  in  the  definition  of 
“Specified Term B-1 Escrow Condition”. 
         “Specified  Transaction”  means  any  Investment,  Disposition,  incurrence  or  repayment  of 
Indebtedness,  Restricted  Payment,  Subsidiary  designation,  Incremental  Term  Loan  or  Revolving 
Commitment Increase in respect of which the terms of this Agreement require any test to be calculated on 
a  “Pro  Forma  Basis”;  provided  that  a  Revolving  Commitment  Increase,  for  purposes  of  this  “Specified 
Transaction” definition, shall be deemed to be fully drawn. 
         “Sponsors”  means  (i)  SCP  III  A/V  ONE,  L.P.,  a  fund  managed  by  Sterling  Capital,  and  (ii) 
Canada Pension Plan Investment Board. 
         “Sponsor Fund Affiliate” means any Affiliate of a Sponsor that is neither a portfolio company 
nor a company controlled by a portfolio company. 
         “Sponsor Holdcos” means CPPIB Sub and Canco. 
         “Sponsor Subordinated Debt” means unsecured Indebtedness (including any interest thereof) of 
the Borrower owing to any Sponsor, any Sponsor Fund Affiliate and/or any Sponsor Holdco that: (i) is 
contractually  subordinated  in  right  of  payment  to  the  Obligations  of  the  Loan  Parties  pursuant  to 
subordination  terms  that  are  customary  for  deeply  subordinated  affiliate  Indebtedness  (including 
unlimited  payment  and  remedies  standstill  periods  after  the  occurrence  of  any  Default  or  Event  of 
Default)  and,  in  any  case,  reasonably  satisfactory  to  the  Administrative  Agent;  (ii)  the  terms  of  which 
provide either for accrual or for payment of interest, fees and any other similar amounts, in kind or in cash 
solely with Restricted Payments to the extent permitted under Section 7.06; (iii) matures after, and does 
not  require  any  scheduled  amortization  or  other  scheduled  payments  of  principal,  fees  or  any  other 
amounts  prior to, the  date that  is  six  months  after the  Latest Maturity  Date; (iv)  by  its terms,  or  by  the 
terms of any security into which it is convertible or exchangeable or otherwise, would not be required for 
any reason to be redeemed, repurchased or repaid on or prior to the date that is six months after the Latest 
Maturity Date; provided that such Indebtedness may be payable upon demand so long as such payment is 
expressly  made  subject  to  Section  7.09(b)  and  any  successor  or  replacement  provision  thereto;  (v)  the 
terms of which do not provide for any (x) negative or financial maintenance covenants (or any other terms 
that have the effect of a negative or financial covenant) or (y) any cross-default to the Indebtedness under 
this  Agreement;  and  (vi)  has  other  terms  and  conditions  (including  all  economic  terms)  reasonably 
acceptable to the Administrative Agent. 
         “Submitted Amount” has the meaning set forth in Section 2.05(a)(v)(C)(1). 
         “Submitted Discount” has the meaning set forth in Section 2.05(a)(v)(C)(1). 
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         “Subordinated  Intercompany  Debt”  shall  have  the  meaning  assigned  to  such  term  in  Section 
7.03(e). 
         “Subsidiary”  of  a  Person  means  a  corporation,  partnership,  joint  venture,  limited  liability 
company or other business entity of which (i) a majority of the shares, securities or other interests having 
ordinary voting power for the election of directors or other governing body (other than shares, securities 
or  interests  having  such  power  only  by  reason  of  the  happening  of  a  contingency)  are  at  the  time 
beneficially owned, (ii) more than half of the issued share capital is at the time beneficially owned or (iii) 
the  management  of  which  is  otherwise  controlled,  directly  or  indirectly,  through  one  or  more 
intermediaries,  or  both,  by  such  Person.    Unless  otherwise  specified,  all  references  herein  to  a 
“Subsidiary” or to “Subsidiaries” shall refer to a Subsidiary or Subsidiaries of the Borrower. 
         “Supplemental Agent” has the meaning set forth in Section 9.13(a) and “Supplemental Agents” 
shall have the corresponding meaning. 
         “Swap Agreement” means (a) any and all rate swap transactions, basis swaps, credit derivative 
transactions,  forward  rate  transactions,  commodity  swaps,  commodity  options,  forward  commodity 
contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options or 
forward  bond  or  forward  bond  price  or  forward  bond  index  transactions,  interest  rate  options,  forward 
foreign  exchange  transactions,  cap  transactions,  floor  transactions,  collar  transactions,  currency  swap 
transactions, cross-currency rate swap transactions, currency options, spot contracts, or any other similar 
transactions  or  any  combination  of any  of  the foregoing  (including  any  options to  enter into  any  of  the 
foregoing), whether or not any such transaction is governed by or subject to any master agreement, and 
(b) any and all transactions of any kind, and the related confirmations, which are subject to the terms and 
conditions of,  or  governed  by,  any  form  of  master  agreement  published  by  the  International  Swaps  and 
Derivatives Association, Inc., any International Foreign Exchange Master Agreement, or any other master 
agreement  (any  such  master  agreement,  together  with  any  related  schedules,  a  “Master  Agreement”), 
including any such obligations or liabilities under any Master Agreement. 
         “Swap Termination Value” means, in respect of any one or more Swap Agreements, after taking 
into  account the  effect  of  any  legally  enforceable  netting  agreement relating  to  such  Swap  Agreements, 
(a) for any date on or after the date such Swap Agreements have been closed out and termination value(s) 
determined  in  accordance  therewith,  such  termination  value(s),  and  (b)  for  any  date  prior  to  the  date 
referenced  in  clause  (a),  the  amount(s)  determined  as  the  mark-to-market  value(s)  for  such  Swap 
Agreements,  as  determined  based  upon  one  or  more  mid-market  or  other  readily  available  quotations 
provided  by  any  recognized  dealer  in  such  Swap  Agreements  (which  may  include  a  Lender  or  any 
Affiliate of a Lender). 
         “Swing Line Borrowing” means a borrowing of a Swing Line Loan pursuant to Section 2.04. 
         “Swing  Line  Facility”  means  the  swing  line  loan  facility  made  available  by  the  Swing  Line 
Lenders pursuant to Section 2.04. 
         “Swing Line Lender” means Royal Bank of Canada, in its capacity as provider of Swing Line 
Loans or any successor swing line lender hereunder. 
         “Swing Line Loan” has the meaning set forth in Section 2.04(a). 
         “Swing  Line  Loan  Notice”  means  a  notice  of  a  Swing  Line  Borrowing  pursuant  to  Section 
2.04(b), which, if in writing, shall be substantially in the form of Exhibit B-1. 
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         “Swing Line Note” means a promissory note of the Borrower payable to the Swing Line Lender 
or  its  registered  assigns,  in  substantially  the  form  of  Exhibit  C-3  hereto,  evidencing  the  aggregate 
Indebtedness of the Borrower to the Swing Line Lender resulting from the Swing Line Loans. 
         “Swing  Line  Obligations”  means,  as  at  any  date  of  determination,  the  aggregate  principal 
amount of all Swing Line Loans outstanding. 
         “Swing Line Sublimit” means an amount equal to the lesser of (a) Cdn. $15,000,000 and (b) the 
aggregate amount of the Revolving Credit Commitments.  The Swing Line Sublimit is part of, and not in 
addition to, the Revolving Credit Commitments. 
         “Syndication  Agent”  means  Bank  of  Montreal,  in  its  capacity  as  syndication  agent  under  this 
Agreement. 
         “Tax Act” means the Income Tax Act (Canada) and the regulations promulgated thereunder. 
         “Taxes” has the meaning set forth in Section 3.01(a). 
         “Term Borrowing” means a borrowing consisting of simultaneous Term Loans of the same Type 
and, in the case of Eurocurrency Rate Loans, Bankers’ Acceptances or BA Equivalent Loans, having the 
same Interest Period made by each of the Term Lenders pursuant to Section 2.01. 
         “Term Commitment” means, as to each Term Lender, its obligation to make a Term Loan to the 
Borrower  hereunder,  expressed  as  an  amount  representing  the  maximum  principal  amount  of  the  Term 
Loan to be made by such Term Lender under this Agreement, as such commitment may be (a) reduced 
from time to time pursuant to Section 2.06 and (b) reduced or increased from time to time pursuant to (i) 
assignments by or to such Term Lender pursuant to an Assignment and Assumption, (ii) an Incremental 
Amendment, (iii) a Refinancing Amendment or (iv) an Extension. 
         “Term B-1 Lender” means, at any time, any Lender that has an Initial Term B-1 Commitment or 
an Initial Term B-1 Loan at such time. 
         “Term B-2 Lender” means, at any time, any Lender that has an Initial Term B-2 Commitment or 
a Term B-2 Loan at such time. 
         “Term Lender” means, at any time, any Lender that has a Term Commitment or a Term Loan at 
such time. 
         “Term Loans” means any Initial Term Loan, Incremental Term Loan, Refinancing Term Loan or 
Extended Term Loan, as the context may require. 
         “Term Loan Extension Request” has the meaning provided in Section 2.16(a). 
         “Term Loan Extension Series” has the meaning provided in Section 2.16(a). 
         “Term Loan Increase” has the meaning provided in Section 2.14(a). 
         “Term  Note”  means  a  promissory  note  of  the  Borrower  payable  to  any  Term  Lender  or  its 
registered assigns, in substantially the form of Exhibit C-1 hereto, evidencing the aggregate Indebtedness 
of the Borrower to such Term Lender resulting from the Term Loans made by such Term Lender. 
         “Test  Period”  means,  for  any  date  of  determination  under  this  Agreement,  the  latest  four 
consecutive  fiscal  quarters  of  the  Borrower  for  which  financial  statements  have  been  delivered  to  the 
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Administrative Agent on or prior to the Closing Date and/or for which financial statements are required to 
be delivered pursuant to Section 6.01, as applicable. 
         “Threshold Amount” means $10,000,000. 
         “Total  Outstandings”  means  the  aggregate  Outstanding  Amount  of  all  Loans  and  all  L/C 
Obligations. 
         “Transaction  Expenses”  means  any  fees  or  expenses  incurred  or  paid  by  the  Sponsors,  the 
Borrower or any of its (or their) Subsidiaries in connection with the Transactions (including expenses in 
connection  with  hedging  transactions related to  the  Facilities and any  original issue  discount  or  upfront 
fees),  this  Agreement  and  the  other  Loan  Documents,  the  Second  Lien  Term  Loan  Facility 
Documentation and the transactions contemplated hereby and thereby. 
         “Transactions” means, collectively, (a) the borrowing and the funding of the Second Lien Term 
Loans and the execution and delivery of Second Lien Term Loan Facility Documentation entered into on 
the Closing Date, (b) the funding of the Initial Term Loans and any Initial Revolving Borrowing on the 
Closing Date and the execution and delivery of Loan Documents entered into on the Closing Date, (c) the 
Refinancing and (d) the payment of Transaction Expenses. 
         “Treasury Services Agreement” means any agreement between the Borrower or any Restricted 
Subsidiary and any Cash Management Bank relating to treasury, depository, credit card, debit card, stored 
value cards, purchasing or procurement cards and cash management services or automated clearinghouse 
transfer of funds or any similar services. 
         “Transferred Guarantor” has the meaning set forth in Section 11.10. 
         “Type” means, with respect to a Loan, its character as a Canadian Prime Rate Loan, Base Rate 
Loan, a Eurocurrency Rate Loan, a Bankers’ Acceptance or a BA Equivalent Loan. 
         “Unaudited  Financial  Statements”  means  the  unaudited  consolidated  balance  sheets  of  the 
Borrower and its Subsidiaries as of March 31, 2012, June 30, 2012 and September 30, 2012 and related 
consolidated  statements  of  income,  shareholders’  equity  and  cash  flows  of  the  Borrower  and  its 
Subsidiaries for the year to date period ended March 31, 2012, June 30, 2012 and September 30, 2012. 
         “Uniform  Commercial  Code”  or  “UCC”  means  the  Uniform  Commercial  Code  as  the  same 
may from time to time be in effect in the State of New York or the Uniform Commercial Code (or similar 
code or statute) of another U.S. jurisdiction, to the extent it may be required to apply to any item or items 
of Collateral. 
         “United States” and “U.S.” mean the United States of America. 
         “Unreimbursed Amount” has the meaning set forth in Section 2.03(c)(i). 
         “Unrestricted  Subsidiary”  means  any  Subsidiary  of  the  Borrower  designated  by  the  board  of 
directors  of  the  Borrower  as  an  Unrestricted  Subsidiary  pursuant  to  Section  7.12  subsequent  to  the 
Closing Date. 
         “Unsecured Guarantors” means, collectively, the Specified Foreign Subsidiaries with respect to 
which  the  Borrower  elects  to  not  provide  valid  and  perfected  security  interests  in  all  applicable 
jurisdictions  in  all  or  substantially  all  assets  thereof  pursuant  to  the  definition  of  “Collateral  and 
Guarantee Requirement”; provided that the total assets or annual EBITDA of all Immaterial Subsidiaries 
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and  Unsecured  Guarantors,  taken  together,  shall  not  exceed  15.0%  of  Consolidated  Total  Assets  and 
EBITDA,  respectively,  of  the  Borrower  and  its  Restricted  Subsidiaries  (in  each  case  calculated  for  the 
most recently-ended Test Period). 
         “U.S. Dollars” and “U.S. $” mean lawful money of the United States. 
         “U.S. Dollar Equivalent” means, on any date of determination, (a) with respect to any amount in 
U.S.  Dollars,  such amount,  and (b)  with respect to any  amount  in  any  other  currency,  the  equivalent in 
U.S. Dollars of such amount, determined by the Administrative Agent pursuant to Section 1.09 using the 
Exchange Rate with respect to such currency at the time in effect under the provisions of such Section. 
         “U.S.  Pension  Plan”  means  any  “employee  pension  benefit  plan”  (as  such  term  is  defined  in 
Section  3(2)  of  ERISA),  other  than  a  Multiemployer  Plan,  that  is  subject  to  Title  IV  of  ERISA  and  is 
sponsored or maintained by any Loan Party or any ERISA Affiliate or to which any Loan Party or any 
ERISA Affiliate contributes or has an obligation to contribute, or in the case of a  multiple employer or 
other  plan  described  in  Section  4064(a)  of  ERISA,  has  made  contributions  at  any  time  during  the 
immediately preceding five (5) plan years. 
         “U.S. Security Agreement” means the First Lien U.S. Security Agreement, substantially in the 
form  of  Exhibit  F-3,  dated  as  of  the  Closing  Date,  among  the  Borrower,  certain  subsidiaries  of  the 
Borrower and the Collateral Agent. 
         “USA  Patriot  Act”  means  the  Uniting  and  Strengthening  America  by  Providing  Appropriate 
Tools  Required  to  Intercept  and  Obstruct  Terrorism  Act  of  2001,  Public  Law  10756,  as  amended  or 
modified from time to time. 
         “Vastera Acquisition” means the acquisition set forth in the Vastera Stock Purchase Agreement 
and  the  Vastera  Asset  Transfer  Agreement  by  the  Borrower,  directly  or  through  wholly-owned 
Subsidiaries of the Borrower from JPMorgan Chase Bank, N.A. and certain of its Affiliates.  
         “Vastera  Asset  Transfer  Agreement”  means  the  asset  transfer  agreement  in  respect  of  the 
Vastera Acquisition dated as of December 19, 2011 among, inter alia, the Borrower and JPMorgan Chase 
Bank, N.A. and certain of its Affiliates, as may be amended from time to time.  
         “Vastera  Stock  Purchase  Agreement”  means  the  stock  purchase  agreement  in  respect  of  the 
Vastera  Acquisition  dated  December  19,  2011  among,  inter  alia,  the  Borrower  and  JPMorgan  Chase 
Bank, N.A. and certain of its Affiliates, as may be amended from time to time. 
         “Weighted Average Life to Maturity” means, when applied to any Indebtedness at any date, the 
number of years obtained by dividing:  (i) the sum of the products obtained by multiplying (a) the amount 
of each then remaining installment, sinking fund, serial maturity or other required payments of principal, 
including  payment  at  final  maturity,  in  respect  thereof,  by  (b)  the  number  of  years  (calculated  to  the 
nearest one-twelfth) that will elapse between such date and the making of such payment; by (ii) the then 
outstanding principal amount of such Indebtedness. 
         “wholly owned” means, with respect to a Subsidiary of a Person, a Subsidiary of such Person all 
of  the  outstanding  Equity  Interests  of  which  (other  than  (x)  director’s  qualifying  shares  and  (y)  shares 
issued to foreign nationals to the extent required by applicable Law) are owned by such Person and/or by 
one or more wholly owned Subsidiaries of such Person. 
         “Wind Up Deficiency” means, with respect to any Canadian DB Plan, the amount representing 
the  wind  up  deficiency  as  reflected  in  the  most  recently  filed  actuarial  valuation  until  such  time  as  the 
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actual  wind  up  deficiency  for  such  Canadian  DB  Plan  is  finalized  in  the  wind  up  report  filed  with  the 
regulator and, thereafter, such finalized amount. 
         “Working  Capital”  means,  with  respect  to  the  Borrower  and  its  Restricted  Subsidiaries  on  a 
consolidated  basis  at  any  date  of  determination,  Current  Assets  at  such  date  of  determination  minus 
Current Liabilities at such date of determination; provided that, for purposes of calculating Excess Cash 
Flow,  increases  or  decreases  in  Working  Capital  shall  be  calculated  without  regard  to  any  changes  in 
Current Assets or Current Liabilities as a result of (a) any reclassification in accordance with GAAP of 
assets  or  liabilities,  as  applicable,  between  current  and  noncurrent  or  (b)  the  effects  of  purchase 
accounting. 
                  SECTION 1.02                                                      Other Interpretive Provisions. With reference to this Agreement and each 
other Loan Document, unless otherwise specified herein or in such other Loan Document: 
                               
                           (a)                           The meanings of defined terms are equally applicable to the singular and 
         plural forms of the defined terms. 
                           (b)                                                          The  words  “herein,”  “hereto,”  “hereof”  and  “hereunder”  and  words  of 
         similar import when used in any Loan Document shall refer to such Loan Document as a whole 
         and not to any particular provision thereof. 
                               
                           (c)                           Article,  Section,  Exhibit  and  Schedule  references  are  to  the  Loan 
         Document in which such reference appears. 
                           (d)                                                          The term “including” is by way of example and not limitation. 
                               
                           (e)                           The  term  “documents”  includes  any  and  all  instruments,  documents, 
         agreements,  certificates,  notices,  reports,  financial  statements  and  other  writings,  however 
         evidenced, whether in physical or electronic form. 
                               
                           (f)                           In  the  computation  of  periods  of  time  from  a  specified  date  to  a  later 
         specified  date,  the  word  “from”  means  “from  and  including;”  the  words  “to”  and  “until”  each 
         mean “to but excluding;” and the word “through” means “to and including.” 
                           (g)                                                          Section  headings  herein  and  in  the  other  Loan  Documents  are  included 
         for convenience of reference only and shall not affect the interpretation of this Agreement or any 
         other Loan Document. 
                               
                           (h)                           All other terms contained in this Agreement shall have when the context 
         so indicates the meanings provided for by the UCC or the PPSA to the extent the same are used 
         or defined therein.  For purposes of any Collateral located in the Province of Quebec or charged 
         by any deed of hypothec or any other Collateral Document and for all other purposes pursuant to 
         which the interpretation or construction of Collateral Document may be subject to the laws of the 
         Province  of  Quebec  or  court  or  tribunal  exercising  jurisdiction  in  the  Province  of  Quebec,  (i) 
         “personal property” shall be deemed to include “movable property”, (ii) “real property” shall be 
         deemed  to  include  “immovable  property”  and  an  “easement”  shall  be  deemed  to  include 
         “servitude”,  (iii)  “tangible  property”  shall  be  deemed  to  include  “corporeal  property”,  (iv) 
         “intangible  property”  shall  be  deemed  to  include  “incorporeal  property”,  (v)  “security  interest” 
         and “mortgage” shall be deemed to include a “hypothec”, (vi) all references to filing, registering 
         or recording financing statements or other required documents under the UCC or the PPSA shall 
         be deemed to include publication under the Civil Code of Quebec and all references to releasing 
         any  Lien  shall  be deemed  to  include  a release,  discharge  and  mainlevee  of  a hypothec,  (vii)  all 
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         references  to  perfection  of  or  perfected  Liens  shall  be  deemed  to  include  reference  to  the 
         opposability of such Liens to third parties, (viii) any right of “offset”, “right of setoff” or similar 
         expression shall be deemed to include a “right of compensation”, (ix) “goods” shall be deemed to 
         include  “corporeal  movable  property”,  other than  chattel paper,  documents  of  title, instruments, 
         money and securities and (x) an “agent” shall be deemed to include a “mandatary”. 
                  SECTION 1.03                                                      Accounting Terms.  
                               
                           (a)                           If,  after  the  date  of  this  Agreement,  there  shall  occur  any  change  in 
         GAAP from those used in the preparation of the Audited Financial Statements and such change 
         shall result in a change in the method of calculation of any financial covenant, standard or term 
         found  in  this  Agreement,  either  the  Borrower  or  the  Required  Lenders  may  by  notice  to  the 
         Lenders  and  the  Borrower,  respectively,  require that  the  Lenders  and the  Borrower  negotiate in 
         good faith to amend such covenants, standards, and terms so as equitably to reflect such change in 
         accounting  principles,  with  the  desired  result  being  that  the  criteria  for  evaluating  the  financial 
         condition of the Borrower and its Subsidiaries shall be the same as if such change had not been 
         made.    No  delay  by  the  Borrower  or  the  Required  Lenders  in  requiring  such  negotiation  shall 
         limit  their  right  to  so  require  such  a  negotiation  at  any  time  after  such  a  change  in  accounting 
         principles.    Until  any  such  covenant,  standard,  or  term  is  amended  in  accordance  with  this 
         Section,  financial  covenants  shall  be  computed  and  determined  in  accordance  with  GAAP  in 
         effect  prior  to  such  change  in  accounting  principles.    Without  limiting  the  generality  of  the 
         foregoing, the Borrower shall neither be deemed to be in compliance with any financial covenant 
         hereunder  nor  out  of  compliance  with  any  financial  covenant  hereunder  if  such  state  of 
         compliance  or  noncompliance,  as  the  case  may  be,  would  not  exist  but  for  the  occurrence  of  a 
         change  in  accounting  principles  after  the  date  hereof.    Without  limiting  the  generality  of  the 
         foregoing, the Borrower shall neither be deemed to be in compliance with any financial covenant 
         hereunder  nor  out  of  compliance  with  any  financial  covenant  hereunder  if  such  state  of 
         compliance  or  noncompliance,  as  the  case  may  be,  would  not  exist  but  for  the  occurrence  of  a 
         change in accounting principles after the date hereof.  Whenever in this Agreement it is necessary 
         to determine whether a lease is a capital lease or an operating lease, such determination shall be 
         made on the basis of GAAP as in effect on the Closing Date.  GAAP shall be construed, and all 
         computations of amounts and ratios referred to herein shall be made, without giving effect to any 
         election  under  FASB  ASC  Topic  825  (or  any  other  Financial  Accounting  Standard  having  a 
         similar result or effect) to value any Indebtedness or other liabilities of the Borrower or any of its 
         Subsidiaries  at  “fair  value,”  as  defined  therein,  and  Indebtedness  shall  be  measured  at  the 
         aggregate principal amount thereof. 
                           (b)                                                          Notwithstanding  anything  to  the  contrary  herein,  for  purposes  of 
         determining  compliance  with  any  test  or  covenant  contained  in  this  Agreement  (other  than 
         compliance with Section 7.10) with respect to any period during which any Specified Transaction 
         occurs,  the  Consolidated  First  Lien  Leverage  Ratio,  Consolidated  Secured  Leverage  Ratio  and 
         Consolidated  Total  Leverage  Ratio  shall  be  calculated  with  respect  to  such  period  and  such 
         Specified Transaction on a Pro Forma Basis. 
                                    
                  SECTION 1.04                  Rounding.  Any  financial  ratios  required  to  be  maintained  by  the 
Borrower  pursuant  to  this  Agreement  (or  required  to  be  satisfied  in  order  for  a  specific  action  to  be 
permitted under this Agreement) shall be calculated by dividing the appropriate component by the other 
component,  carrying  the  result  to  one  place  more  than  the  number  of  places  by  which  such  ratio  is 
expressed herein and rounding the result up or down to the nearest number (with a rounding up if there is 
no nearest number). 
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                  SECTION 1.05                  References  to  Agreements,  Laws,  Etc.  Unless  otherwise  expressly 
provided herein, (a) references to Organization Documents, agreements (including the Loan Documents) 
and  other  contractual  instruments  shall  be  deemed  to  include  all  subsequent  amendments,  restatements, 
extensions,  supplements  and  other  modifications  thereto,  but  only  to  the  extent  that  such  amendments, 
restatements, extensions, supplements and other modifications are permitted by the Loan Documents; and 
(b) references to any Law shall include all statutory and regulatory provisions consolidating, amending, 
replacing, supplementing or interpreting such Law. 
                                    
                  SECTION 1.06                  Times of Day. Unless otherwise specified, all references herein to times 
of day shall be references to Eastern time (daylight or standard, as applicable). 
                  SECTION 1.07                                                      Timing of Payment or Performance. When the payment of any obligation 
or the performance of any covenant, duty or obligation is stated to be due or performance required on a 
day which is not a Business Day, the date of such payment (other than as described in the definition of 
Interest Period) or performance shall extend to the immediately succeeding Business Day. 
                                    
                  SECTION 1.08                  Cumulative  Retained  Excess  Cash  Flow  Transactions.  If  more  than  one 
action  occurs  on  any  given  date  the  permissibility  of  the  taking  of  which  is  determined  hereunder  by 
reference to the amount of the Cumulative Retained Excess Cash Flow Amount immediately prior to the 
taking  of  such  action,  the  permissibility  of  the  taking  of  each  such  action  shall  be  determined 
independently and in no event may any two or more such actions be treated as occurring simultaneously. 
                  SECTION 1.09                                                      Currencies  Generally.  (a)  With  respect  to  currency  equivalency 
determinations made in connection with Letters of Credit (including the calculation of any participation 
amounts in respect thereof), the Administrative Agent shall determine the Canadian Dollar Equivalent of 
any Letter of Credit or other amounts in respect thereof as of each date (with such date to be reasonably 
determined  by  the  Administrative  Agent)  that  is  on  or  about  the  date  of  each  request  for  the  issuance, 
amendment, renewal or extension of such Letter of Credit, or such other applicable date on which such 
determination  is  required,  using  the  Exchange  Rate  for  the  applicable  currency  in  relation  to  Canadian 
Dollars  in  effect  on  the  date  of  determination,  and  each  such  amount  shall  be  the  Canadian  Dollar 
Equivalent of such Letter of Credit or other amount until the next required calculation thereof pursuant to 
this Section 1.09(a)). 
                               
                           (b)                           With respect to currency equivalency determinations made in connection 
         with  Loans  and  Commitments  under  the  Revolving  Credit  Facility  or  Swing  Line  Facility 
         (including  the  calculation  of  any  participation  amounts  or  “Pro  Rata  Share”  in  each  case  in 
         respect thereof), the Administrative of Agent shall determine the Canadian Dollar Equivalent of 
         any  Borrowing  denominated  in  U.S.  Dollars  as  of  each  date  (with  such  date  to  be  reasonably 
         determined  by  the  Administrative  Agent)  that  is  on  or  about  the  date  of  a  Request  for  Credit 
         Extension, or such other applicable date on which such determination is required, with respect to 
         such Borrowing, in each case using the Exchange Rate for U.S. Dollars in relation to Canadian 
         Dollars in effect on the date of determination, and each such amount shall be the Canadian Dollar 
         Equivalent of such Borrowing or other amount until the next required calculation thereof pursuant 
         to this Section 1.09(b). 
                               
                           (c)                           With respect to currency equivalency determinations made in connection 
         with the Term Loans (including the calculation of any participation amounts or “Pro Rata Share” 
         in  each  case  in  respect  thereof),  the  Administrative  of  Agent  shall  determine  the  U.S.  Dollar 
         Equivalent of any Borrowing denominated in Canadian Dollars as of each date (with such date to 
         be reasonably determined by the Administrative Agent) that is on or about the date of a Request 
         for Credit Extension, or such other applicable date on which such determination is required, with 
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         respect to such Borrowing, in each case using the Exchange Rate for Canadian Dollars in relation 
         to  U.S.  Dollars  in  effect  on  the  date  of  determination,  and  each  such  amount  shall  be  the  U.S. 
         Dollar Equivalent of such Borrowing or other amount until the next required calculation thereof 
         pursuant to this Section 1.09(c).  
                                                   ARTICLE II. 
                                    The Commitments and Credit Extensions 
                                    
                  SECTION 2.01                  The Loans.  
                           (a)                                                          The  Term  Borrowings.    Subject  to  the  terms  and  conditions  set  forth 
         herein, (i) each Term B-1 Lender severally agrees to make to the Borrower on the Closing Date 
         term loans denominated in U.S. Dollars in an aggregate amount not to exceed the amount of such 
         Term  B-1  Lender’s  Initial  Term  B-1  Commitment    and  (ii)  each  Term  B-2  Lender  severally 
         agrees to make to the Borrower on the Closing Date term loans denominated in Canadian Dollars 
         in  an  aggregate  amount  not  to  exceed  the  amount  of  such  Term  B-2  Lender’s  Initial  Term  B-2 
         Commitment.    Amounts  borrowed  under this  Section  2.01(a)  and  repaid  or  prepaid  may  not  be 
         reborrowed.    Initial  Term  B-1  Loans  may  be  Base  Rate  Loans  or  Eurocurrency  Rate  Loans,  as 
         further  provided  herein.    Initial  Term  B-2  Loans  may  be  Canadian  Prime  Rate  Loans  or  BA 
         Equivalent Loans, or available in the form of Bankers’ Acceptances, as further provided herein. 
                           (b)                                                          The  Revolving  Credit  Borrowings.    Subject  to  the  terms  and  conditions 
         set  forth  herein  each  Revolving  Credit  Lender  severally  agrees  to  make  revolving  credit  loans 
         denominated  in  U.S.  Dollars  or  Canadian  Dollars  to  the  Borrower  from  its  applicable  Lending 
         Office  (each  such  loan,  a  “Revolving  Credit  Loan”)  from  time  to  time  as  elected  by  the 
         Borrower pursuant to Section 2.02, on any Business Day during the period from the Closing Date 
         until  the  Maturity  Date  with  respect  to  such  Revolving  Credit  Lender’s  applicable  Revolving 
         Credit Commitment, in an aggregate principal amount not to exceed at any time outstanding the 
         amount of such Lender’s Revolving Credit Commitment at such time; provided that after giving 
         effect to any Revolving Credit Borrowing, the aggregate Outstanding Amount of the Revolving 
         Credit Loans of any Lender, plus such Lender’s Pro Rata Share or other applicable share provided 
         for under this Agreement of the Outstanding Amount of all L/C Obligations, plus such Lender’s 
         Pro  Rata  Share  or  other  applicable  share  provided for  under  this  Agreement  of  the  Outstanding 
         Amount of all Swing Line Loans shall not exceed such Lender’s Revolving Credit Commitment.  
         Within the limits of each Lender’s Revolving Credit Commitments, and subject to the other terms 
         and conditions hereof, the Borrower may borrow under this Section 2.01(b), prepay under Section 
         2.05, and reborrow under this Section 2.01(b).  Revolving Credit Loans may be Canadian Prime 
         Rate Loans, Base Rate Loans, Eurocurrency Rate Loans or BA Equivalent Loans, or available in 
         the form of Bankers’ Acceptances, as further provided herein. 
                           (c)                                                          Specified  Term  B-1  Proceeds.    Notwithstanding  anything  in  this 
         Agreement  to  the  contrary,  all  Specified  Term  B-1  Proceeds  shall  be  deposited  in  an  interest-
         bearing  segregated  deposit  account  with  the  Administrative  Agent  (the  “Specified  Term  B-1 
         Proceeds Account”) and held by the Administrative Agent as cash Collateral for the benefit of 
         the Secured Parties.  The Term B-1 Proceeds Account shall be a blocked account in the name of 
         the Administrative Agent and under the sole dominion and control of the Administrative Agent, 
         subject to the terms of this Agreement.  Amounts in the Specified Term B-1 Proceeds Account 
         shall be disbursed by the Administrative Agent to the Borrower, from time to time on or after the 
         Closing  Date  and  on  or  prior  to  the  Specified  Term  B-1  Termination  Date,  as  directed  by  the 
         Borrower (the date of each such withdrawal, a “Specified Term B-1 Withdrawal Date”), subject 
         solely to satisfaction of the Specified Term B-1 Escrow Condition on each such Specified Term 
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         B-1 Withdrawal Date.  The Administrative Agent shall disburse funds from the Specified Term 
         B-1 Proceeds Account in accordance with a Specified Term B-1 Withdrawal Notice on the same 
         Business  Day  as  such  notice  is  received  by  the  Administrative  Agent;  provided  that  the 
         Administrative Agent shall have no obligation to disburse such funds on such day if such notice is 
         received  by  the  Administrative  Agent  after  1:00  p.m.  (New  York  City  time)  on  such  day  (in 
         which case, such funds shall be disbursed on the next following Business Day, unless otherwise 
         agreed  by  the  Administrative  Agent).    The  Administrative  Agent  shall  have  no  obligation  to 
         invest or reinvest any funds deposited in the Specified Term B-1 Proceeds Account and interest 
         accruing on any such funds shall be deposited into the Specified Term B-1 Proceeds Account and 
         held as additional cash Collateral.  
                  SECTION 2.02                                                      Borrowings, Conversions and Continuations of Loans.  
                               
                           (a)                           Each  Term  Borrowing,  each  Revolving  Credit  Borrowing,  each 
         conversion  of  Term  Loans  or  Revolving  Credit  Loans  from  one  Type  to  the  other,  and  each 
         continuation  of  Eurocurrency  Rate  Loans,  Bankers’  Acceptances  or  BA  Equivalent  Loans  shall 
         be  made  upon  the  Borrower’s  irrevocable  notice  to  the  Administrative  Agent,  which  may  be 
         given  by  telephone.    Each  such  notice  must  be  received  by  the  Administrative  Agent  not  later 
         than 12:00 noon New York City time (i) three (3) Business Days prior to the requested date of 
         any  Borrowing  or  continuation  of  Eurocurrency  Rate  Loans,  Bankers’  Acceptances  or  BA 
         Equivalent  Loans  or  any  conversion  of  Canadian  Prime  Rate  Loans  or  Base  Rate  Loans  to 
         Eurocurrency  Rate  Loans,  Bankers’  Acceptances  or  BA  Equivalent  Loans,  and  (ii)  one  (1) 
         Business Day before the requested date of any Borrowing of Canadian Prime Rate Loans or Base 
         Rate Loans; provided that the notice referred to in subclause (i) above may be delivered no later 
         than one (1) Business Day prior to the Closing Date in the case of initial Credit Extensions made 
         on  the  Closing  Date.    Each  telephonic  notice  by  the  Borrower  pursuant  to  this  Section  2.02(a) 
         must  be  confirmed  promptly  by  delivery  to  the  Administrative  Agent  of  a  written  Committed 
         Loan  Notice,  appropriately  completed  and  signed  by  a  Responsible  Officer  of  the  Borrower.  
         Except  as  provided  in  Section  2.14(a),  each  Borrowing  of,  conversion  to  or  continuation  of 
         Eurocurrency Rate Loans shall be in a minimum principal amount of Cdn. $1,000,000, or a whole 
         multiple  of  Cdn.  $500,000  in  excess  thereof  (or  U.S.  $1,000,000,  or  a  whole  multiple  of  U.S. 
         $500,000 in excess thereof, as applicable).  Each Borrowing of, conversion to or continuation of 
         Bankers’  Acceptances  and  BA  Equivalent  Loans  shall  be  in  a  principal  amount  of  Cdn. 
         $1,000,000  or  a  whole  multiple  of  Cdn.  $500,000  in  excess  thereof.    Except  as  provided  in 
         Section  2.03(c),  2.04(c)  or  2.14(a),  each  Borrowing  of  or  conversion  to  Canadian  Prime  Rate 
         Loans or Base Rate Loans shall be in a minimum principal amount of Cdn. $500,000 or a whole 
         multiple  of  Cdn.  $100,000  in  excess  thereof  (or  U.S.  $500,000,  or  a  whole  multiple  of  U.S. 
         $100,000 in excess thereof, as applicable).  Each Committed Loan Notice (whether telephonic or 
         written)  shall  specify  (i)  whether  the  Borrower  is  requesting  a  Term  Borrowing,  a  Revolving 
         Credit Borrowing, a conversion of Term Loans or Revolving Credit Loans from one Type to the 
         other,  or  a  continuation  of  Eurocurrency  Rate  Loans,  Bankers’  Acceptances  or  BA  Equivalent 
         Loans, (ii) the requested date of the Borrowing, conversion or continuation, as the case may be 
         (which shall be a Business Day), (iii) the principal amount of Loans to be borrowed, converted or 
         continued,  (iv)  the  currency  of  Loans  to  be  borrowed,  converted  or  continued,  (v)  the  Type  of 
         Loans  to  be  borrowed  or  to  which  existing  Term  Loans  or  Revolving  Credit  Loans  are  to  be 
         converted,  and  (vi)  if  applicable,  the  duration  of  the  Interest  Period  with  respect  thereto.  If  the 
         Borrower fails to specify a Type of Loan in a Committed Loan Notice or fails to give a timely 
         notice  requesting  a  conversion  or  continuation,  then  the  applicable  Term  Loans  or  Revolving 
         Credit Loans shall be made as, or converted to, Base Rate Loans or Canadian Prime Rate Loans, 
         as applicable.  Any such automatic conversion to Base Rate Loans or Canadian Prime Rate Loans 
         shall  be  effective  as  of  the  last  day  of  the  Interest  Period  then  in  effect  with  respect  to  the 
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         applicable  Eurocurrency  Rate  Loans,  Bankers’  Acceptances  or  BA  Equivalent  Loans.    If  the 
         Borrower  requests  a  Borrowing  of,  conversion  to,  or  continuation  of  Eurocurrency  Rate  Loans, 
         Bankers’ Acceptances or BA Equivalent Loans in any such Committed Loan Notice, but fails to 
         specify an Interest Period, it will be deemed to have specified an Interest Period of one (1) month. 
                               
                           (b)                           Following  receipt  of  a  Committed  Loan  Notice,  the  Administrative 
         Agent shall promptly notify each Lender of the amount of its Pro Rata Share or other applicable 
         share provided for under this Agreement of the applicable Class of Loans, and if no timely notice 
         of  a  conversion  or  continuation  is  provided  by  the  Borrower,  the  Administrative  Agent  shall 
         notify  each  Lender  of  the  details  of  any  automatic  conversion  to  Base  Rate  Loans  or  Canadian 
         Prime Rate Loans or continuation described in Section 2.02(a).  In the case of each Borrowing, 
         each Appropriate Lender shall make the amount of its Loan available to the Administrative Agent 
         in Same Day Funds at the Administrative Agent’s Office not later than 1:00 p.m. on the Business 
         Day  specified  in  the  applicable  Committed  Loan  Notice;  provided  that  in  relation  to  Bankers’ 
         Acceptances and BA Equivalent Loans, the Administrative Agent shall credit to the Borrower’s 
         account on the applicable date of a Borrowing the BA Proceeds less the applicable BA Fee with 
         respect  to  each  Bankers’  Acceptance  purchased  and  each  BA  Equivalent  Loan  advanced  by  a 
         Lender, as more particularly described in Section 2.18.  The Administrative Agent shall make all 
         funds so received available to the Borrower in like funds as received by the Administrative Agent 
         by  wire  transfer  of  such  funds  in  accordance  with  instructions  provided  to  (and  reasonably 
         acceptable to) the Administrative Agent by the Borrower. 
                               
                           (c)                           Except  as  otherwise  provided  herein,  a  Eurocurrency  Rate  Loan, 
         Bankers’ Acceptance or BA Equivalent Loan may be continued or converted only on the last day 
         of  an  Interest  Period for  such  Eurocurrency  Rate  Loan,  Bankers’  Acceptance  or  BA  Equivalent 
         Loan  unless  the  Borrower  pays  the  amount  due,  if  any,  under  Section  3.05  in  connection 
         therewith. During the existence of an Event of Default, the Administrative Agent or the Required 
         Lenders may require that no Loans may be converted to or continued as Eurocurrency Rate Loans 
         Bankers’ Acceptances or BA Equivalent Loans, as applicable. 
                               
                           (d)                           The  Administrative  Agent  shall  promptly  notify  the  Borrower  and  the 
         Lenders  of  the  interest  rate  applicable  to  any  Interest  Period  for  Eurocurrency  Rate  Loans, 
         Bankers’  Acceptances  and BA  Equivalent  Loans  upon  determination  of  such  interest rate.   The 
         determination  of  the  Eurocurrency  Rate  and  the  BA  Rate  by  the  Administrative  Agent  shall  be 
         conclusive in the absence of manifest error.  At any time that Base Rate Loans or Canadian Prime 
         Rate Loans are outstanding, the Administrative Agent shall notify the Borrower and the Lenders 
         of any change in the prime rate used in determining the Base Rate or the Canadian Prime Rate 
         promptly following the announcement of such change. 
                           (e)                                                          After  giving  effect  to  all  Term  Borrowings,  all  Revolving  Credit 
         Borrowings,  all  conversions  of  Term  Loans  or  Revolving  Credit  Loans  from  one  Type  to  the 
         other,  and  all  continuations  of  Term  Loans  or  Revolving  Credit  Loans  as  the  same  Type,  there 
         shall not be more than fifteen (15) Interest Periods in effect at any one time. 
                               
                           (f)                           The failure of any Lender to make the Loan to be made by it as part of 
         any Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its 
         Loan  on  the  date  of  such  Borrowing,  but  no  Lender  shall  be  responsible  for  the  failure  of  any 
         other Lender to make the Loan to be made by such other Lender on the date of any Borrowing. 
                               
                           (g)                           Notwithstanding anything herein to the contrary, during the period from 
         the date hereof to the date that is 30 days following the Closing Date (or until such earlier date as 
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         primary  syndication  of  the  Initial  Term  Loans  shall  have  been  completed  as  specified  by  the 
         Administrative  Agent  in a written  notice  to  the  Borrower), (a)  Initial Term  Loans  shall  only  be 
         made as, or converted into or continued as, Base Rate Loans and Canadian Prime Rate Loans, (b) 
         “Base  Rate”  shall  mean  the  rate  per  annum  equal  to  the  Eurocurrency  Rate  for  a  one  month 
         period as in effect on the Closing Date, plus 1.00% and (c) “Canadian Prime Rate” shall mean the 
         rate  per  annum  equal  to  the  BA  Rate  for  a  one  month  as  in  effect  on  the  Closing  Date,  plus 
         1.00%. 
                  SECTION 2.03                                                      Letters of Credit.  
                               
                           (a)                           The Letter of Credit Commitment. (i) Subject to the terms and conditions 
         set  forth  herein,  (A)  each  L/C  Issuer  agrees,  in  reliance  upon  the  agreements  of  the  other 
         Revolving  Credit  Lenders  set  forth in  this  Section  2.03,  (1)  from  time  to  time  on  any  Business 
         Day  during  the  period  from  the  Closing  Date  until  30  days  prior  to  the  Maturity  Date  for 
         Revolving  Credit  Commitments  to  issue  Letters  of  Credit  at  sight  denominated  in  U.S.  Dollars 
         and  Canadian  Dollars  (or  in  the  sole  discretion  of  the  Administrative  Agent  and  the  applicable 
         L/C Issuer, any other currency acceptable to the Administrative Agent and such L/C Issuer) for 
         the  account  of  the  Borrower  (provided  that  any  Letter  of  Credit  may  be  for  the  benefit  of  any 
         Restricted Subsidiary of the Borrower) and to amend or renew Letters of Credit previously issued 
         by it, in accordance with Section 2.03(b), and (2) to honor drafts under the Letters of Credit and 
         (B)  the  Revolving  Credit  Lenders  severally  agree  to  participate  in  Letters  of  Credit  issued 
         pursuant  to  this  Section  2.03;  provided  that  no  L/C  Issuer  shall  be  obligated  to  make  any  L/C 
         Credit  Extension  with  respect  to  any  Letter  of  Credit,  and  no  Lender  shall  be  obligated  to 
         participate  in  any  Letter  of  Credit  if  as  of  the  date  of  such  L/C  Credit  Extension,  (x)  the 
         Revolving  Credit  Exposure  of  any  Revolving  Credit  Lender  would  exceed  such  Lender’s 
         Revolving  Credit  Commitment,  (y)  the  Outstanding  Amount  of  the  L/C  Obligations  would 
         exceed the aggregate Letter of Credit Sublimit for all L/C Issuers or (z) the Outstanding Amount 
         of the L/C Obligations owing to an L/C Issuer exceeds the Letter of Credit Sublimit for such L/C 
         Issuer.    Within  the  foregoing  limits,  and  subject  to  the  terms  and  conditions  hereof,  the 
         Borrower’s  ability  to  obtain  Letters  of  Credit  shall  be  fully  revolving,  and  accordingly  the 
         Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit 
         that  have  expired  or  that  have  been  drawn  upon  and  reimbursed.    Notwithstanding  anything 
         herein to the contrary, the Existing Letters of Credit shall be deemed to be Letters of Credit issued 
         hereunder for all purposes of this Agreement and the other Loan Documents. 
                                       
                                   (ii)                                   An L/C Issuer shall be under no obligation to issue any Letter of 
                  Credit if: 
                                             (A)                                                                                               any  order,  judgment  or  decree  of  any  Governmental 
                           Authority  or  arbitrator  shall  by  its  terms  purport  to  enjoin  or  restrain  such  L/C 
                           Issuer  from  issuing  such  Letter  of  Credit,  or  any  Law  applicable  to  such  L/C 
                           Issuer  or  any  directive  (whether  or  not  having  the  force  of  law)  from  any 
                           Governmental Authority with jurisdiction over such L/C Issuer shall prohibit, or 
                           direct that such L/C Issuer refrain from, the issuance of letters of credit generally 
                           or such Letter of Credit in particular or shall impose upon such L/C Issuer with 
                           respect to such Letter of Credit any restriction, reserve or capital requirement (for 
                           which such L/C Issuer is not otherwise compensated hereunder) not in effect on 
                           the Closing Date, or shall impose upon such L/C Issuer any unreimbursed loss, 
                           cost  or  expense  which  was  not  applicable  on  the  Closing  Date  (for  which  such 
                           L/C Issuer is not otherwise compensated hereunder); 
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                                             (B)                                             subject  to  Section  2.03(b)(iii),  the  expiry  date  of  such 
                           requested Letter of Credit would occur more than twelve months after the date of 
                           issuance  or  last  renewal,  unless  (1)  each  Appropriate  Lender  has  approved  of 
                           such expiration date or (2) the L/C Issuer thereof has approved of such expiration 
                           date and the Outstanding Amount of L/C Obligations in respect of such requested 
                           Letter  of  Credit  has  been  cash  collateralized  or  backstopped  pursuant  to 
                           arrangements reasonably satisfactory to such L/C Issuer; 
                                             (C)                                                                                               the expiry date of such requested Letter of Credit would 
                           occur after the Letter of Credit Expiration Date, unless all the Revolving Credit 
                           Lenders have approved such expiry date; 
                                             (D)                                                                                               the  issuance  of  such  Letter  of  Credit  would  violate  any 
                           Laws binding upon such L/C Issuer; 
                                             (E)                                                                                               such  Letter  of  Credit  is  in  an  initial  amount  less  than 
                           Cdn. $10,000 or U.S. $10,000, as applicable; or 
                                             (F)                                                                                              any Revolving Credit Lender is at that time a Defaulting 
                           Lender,  unless  such  L/C  Issuer  has  entered  into  arrangements,  including  the 
                           delivery of Cash Collateral, satisfactory to such L/C Issuer (in its sole discretion) 
                           with  the  Borrower  or  such  Lender  to  eliminate  such  L/C  Issuer’s  actual  or 
                           potential  Fronting  Exposure  (after  giving  effect  to  Section 2.17(a)(iv))  with 
                           respect  to  the  Defaulting  Lender  arising  from  either  the  Letter  of  Credit  then 
                           proposed to be issued or that Letter of Credit and all other L/C Obligations as to 
                           which such L/C Issuer has actual or potential Fronting Exposure, as it may elect 
                           in its sole discretion. 
                                       
                                  (iii)                                  An L/C Issuer shall be under no obligation to amend any Letter 
                  of  Credit  if  (A)  such  L/C  Issuer  would  have  no  obligation  at  such  time  to  issue  such 
                  Letter  of  Credit  in  its  amended  form  under  the  terms  hereof,  or  (B)  the  beneficiary  of 
                  such Letter of Credit does not accept the proposed amendment to such Letter of Credit. 
                                  (iv)                                                                         Each L/C Issuer shall act on behalf of the Lenders with respect to 
                  any Letters of Credit issued by it and the documents associated therewith, and each L/C 
                  Issuer  shall  have  all  of  the  benefits  and  immunities  (A)  provided  to  the  Administrative 
                  Agent  in  Article  IX  with  respect  to  any  acts  taken  or  omissions  suffered  by  such  L/C 
                  Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and 
                  any  Letter  of  Credit  Application  (and  any  other  document,  agreement  or  instrument 
                  entered  into  by  such  L/C  Issuer  and  the  Borrower  or  in  favor  of  such  L/C  Issuer) 
                  pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used 
                  in Article IX included such L/C Issuer with respect to such acts or omissions, and (B) as 
                  additionally provided herein with respect to each L/C Issuer. 
                               
                           (b)                           Procedures  for  Issuance  and  Amendment  of  Letters  of  Credit;  Auto-
         Extension Letters of Credit.  (i) Each Letter of Credit shall be issued or amended, as the case may 
         be,  upon  the  request  of  the  Borrower  delivered  to  an  L/C  Issuer  (with  a  copy  to  the 
         Administrative Agent) in the form of a Letter of Credit Application, appropriately completed and 
         signed  by  a  Responsible  Officer  of  the  Borrower.    Such  Letter  of  Credit  Application  must  be 
         received by the relevant L/C Issuer and the Administrative Agent not later than 12:00 noon New 
         York  City  time  at  least  three  (3)  Business  Days  prior  to  the  proposed  issuance  date  or  date  of 
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         amendment,  as  the  case  may  be;  or,  in  each  case,  such  later  date  and  time  as  the  relevant  L/C 
         Issuer  may  agree  in  a  particular  instance  in  its  sole  discretion.    In  the  case  of  a  request  for  an 
         initial issuance of a Letter of Credit, such Letter of Credit Application shall specify in form and 
         detail  reasonably  satisfactory  to  the  relevant  L/C  Issuer:    (a)  the  proposed  issuance  date  of  the 
         requested Letter of Credit (which shall be a Business Day); (b) the amount thereof and currency; 
         (c) the expiry date thereof; (d) the name and address of the beneficiary thereof; (e) the documents 
         to  be  presented  by  such  beneficiary  in  case  of  any  drawing  thereunder;  (f)  the  full  text  of  any 
         certificate  to  be  presented  by  such  beneficiary  in  case  of  any  drawing  thereunder;  and  (g)  such 
         other matters as the relevant L/C Issuer may reasonably request.  In the case of a request for an 
         amendment of any outstanding Letter of Credit, such Letter of Credit Application shall specify in 
         form  and  detail  reasonably  satisfactory  to  the  relevant  L/C  Issuer  (1)  the  Letter  of  Credit  to  be 
         amended; (2) the proposed date of amendment thereof (which shall be a Business Day); (3) the 
         nature  of  the  proposed  amendment;  and  (4)  such  other  matters  as  the  relevant  L/C  Issuer  may 
         reasonably request. 
                                       
                                   (ii)                                   Promptly  after  receipt  of  any  Letter  of  Credit  Application,  the 
                  relevant  L/C  Issuer  will  confirm  with  the  Administrative  Agent  (by  telephone  or  in 
                  writing)  that  the  Administrative  Agent  has  received  a  copy  of  such  Letter  of  Credit 
                  Application  from  the  Borrower  and,  if  not,  such  L/C  Issuer  will  provide  the 
                  Administrative  Agent  with  a  copy  thereof.  Upon  receipt  by  the  relevant  L/C  Issuer  of 
                  confirmation from the Administrative Agent that the requested issuance or amendment is 
                  permitted in accordance with the terms hereof, then, subject to the terms and conditions 
                  hereof,  such  L/C  Issuer  shall,  on  the  requested  date,  issue  a  Letter  of  Credit  for  the 
                  account  of  the  Borrower  or  enter  into  the  applicable  amendment,  as  the  case  may  be.  
                  Immediately  upon  the  issuance  of  each  Letter  of  Credit,  each  Revolving  Credit  Lender 
                  shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from 
                  the relevant L/C Issuer a risk participation in such Letter of Credit in an amount equal to 
                  the product of such Lender’s Pro Rata Share or other applicable share provided for under 
                  this Agreement multiplied by the amount of such Letter of Credit. 
                                       
                                  (iii)                                  If  the  Borrower  so  requests  in  any  applicable  Letter  of  Credit 
                  Application,  the  relevant  L/C  Issuer  shall  agree  to  issue  a  Letter  of  Credit  that  has 
                  automatic extension provisions (each, an “Auto-Extension Letter of Credit”); provided 
                  that  any  such  Auto-Extension  Letter  of  Credit  must  permit  the  relevant  L/C  Issuer  to 
                  prevent any such extension at least once in each twelve month period (commencing with 
                  the  date  of  issuance  of  such  Letter  of  Credit)  by  giving  prior  notice  to  the  beneficiary 
                  thereof  not  later than fifteen  (15)  days  (the  “Non-Extension  Notice  Date”)  prior  to  the 
                  end of such twelve month period.  Unless otherwise directed by the relevant L/C Issuer, 
                  the Borrower shall not be required to make a specific request to the relevant L/C Issuer 
                  for  any  such  extension.  Once  an  Auto-Extension  Letter  of  Credit  has  been  issued,  the 
                  applicable Lenders shall be deemed to have authorized (but may not require) the relevant 
                  L/C Issuer to permit the extension of such Letter of Credit at any time to an expiry date 
                  not later than the Letter of Credit Expiration Date; provided that the relevant L/C Issuer 
                  shall not permit any such extension if (A) the relevant L/C Issuer has determined that it 
                  would have no obligation at such time to issue such Letter of Credit in its extended form 
                  under the terms hereof (by reason of the provisions of Section 2.03(a)(ii) or otherwise), or 
                  (B) it has received notice (which may be by telephone or in writing) on or before the day 
                  that  is  five  (5)  Business  Days  before  the  Non-Extension  Notice  Date  from  the 
                  Administrative Agent, any Revolving Credit Lender or the Borrower that one or more of 
                  the applicable conditions specified in Section 4.02 is not then satisfied. 
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                                  (iv)                                  Promptly  after  issuance  of  any  Letter  of  Credit  or  any 
                  amendment to a Letter of Credit, the relevant L/C Issuer will also deliver to the Borrower 
                  and  the  Administrative  Agent  a  true  and  complete  copy  of  such  Letter  of  Credit  or 
                  amendment. 
                               
                           (c)                           Drawings  and  Reimbursements;  Funding  of  Participations.    (i)  Upon 
         receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter 
         of  Credit,  the  relevant  L/C  Issuer  shall  notify  promptly  the  Borrower  and  the  Administrative 
         Agent  thereof.    Not  later  than  12:00  noon  New  York  City  time  on  the  next  Business  Day 
         immediately following any payment by an L/C Issuer under a Letter of Credit (each such date, an 
         “Honor Date”), the Borrower shall reimburse such L/C Issuer through the Administrative Agent 
         in  an  amount  equal  to  the  amount  of  such  drawing  and  in  the  applicable  currency.    If  the 
         Borrower  fails  to  so  reimburse  such  L/C  Issuer  by  such  time,  the  Administrative  Agent  shall 
         promptly  notify  each  Appropriate  Lender  of  the  Honor  Date,  the  amount  of  the  unreimbursed 
         drawing (the “Unreimbursed Amount”), and the amount of such Appropriate Lender’s Pro Rata 
         Share  or  other  applicable  share  provided  for  under  this  Agreement  thereof.    In  such  event,  the 
         Borrower shall be deemed to have requested a Revolving Credit Borrowing of Base Rate Loans 
         or  Canadian  Prime  Rate  Loans,  as applicable,  to  be  disbursed  on  the  Honor  Date in  an  amount 
         equal  to  the  Unreimbursed  Amount,  without  regard  to  the  minimum  and  multiples  specified  in 
         Section  2.02  for  the  principal  amount  of  Base  Rate  Loans  or  Canadian  Prime  Rate  Loans  but 
         subject  to  the  amount  of  the  unutilized  portion  of  the  Revolving  Credit  Commitments  of  the 
         Appropriate  Lenders  and  the  conditions  set  forth  in  Section  4.02  (other  than  the  delivery  of  a 
         Committed  Loan  Notice).    Any  notice  given  by  an  L/C  Issuer  or  the  Administrative  Agent 
         pursuant  to  this  Section  2.03(c)(i)  may  be  given  by  telephone  if  immediately  confirmed  in 
         writing;  provided  that  the  lack  of  such  an  immediate  confirmation  shall  not  affect  the 
         conclusiveness or binding effect of such notice. 
                                       
                                   (ii)                                   Each Appropriate Lender (including any Lender acting as an L/C 
                  Issuer)  shall  upon any  notice  pursuant  to  Section  2.03(c)(i)  make  funds  available  to  the 
                  Administrative  Agent  in  the  applicable  currency  for  the  account  of  the  relevant  L/C 
                  Issuer  at  the  Administrative  Agent’s  Office  for  payments  in  an  amount  equal  to  its  Pro 
                  Rata  Share  or  other  applicable  share  provided  for  under  this  Agreement  of  the 
                  Unreimbursed Amount not later than 2:00 p.m. New York City time on the Business Day 
                  specified  in  such  notice  by  the  Administrative  Agent,  whereupon,  subject  to  the 
                  provisions of Section 2.03(c)(iii), each Appropriate Lender that so makes funds available 
                  shall  be  deemed  to  have  made  a  Base  Rate  Loan  or  Canadian  Prime  Rate  Loan,  as 
                  applicable,  to  the  Borrower  in  such  amount.    The  Administrative  Agent  shall  promptly 
                  remit the funds so received to the relevant L/C Issuer. 
                                  (iii)                                                                         With  respect  to  any  Unreimbursed  Amount  that  is  not  fully 
                  refinanced by a Revolving Credit Borrowing of Base Rate Loans or Canadian Prime Rate 
                  Loans because the conditions set forth in Section 4.02 cannot be satisfied or for any other 
                  reason,  the  Borrower  shall  be  deemed  to have  incurred  from  the  relevant  L/C  Issuer  an 
                  L/C  Borrowing  in  the  amount  of  the  Unreimbursed  Amount  that  is  not  so  refinanced, 
                  which  L/C  Borrowing  shall  be  due  and  payable  on  demand  (together  with interest)  and 
                  shall bear interest (which begins to accrue upon funding by the L/C Issuer) at the Default 
                  Rate.  In such event, each Appropriate Lender’s payment to the Administrative Agent for 
                  the  account  of  the  relevant  L/C  Issuer  pursuant  to  Section  2.03(c)(ii)  shall  be  deemed 
                  payment in respect of its participation in such L/C Borrowing and shall constitute an L/C 
                  Advance  from  such  Lender  in  satisfaction  of  its  participation  obligation  under  this 
                  Section 2.03. 
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                                  (iv)                                  Until each Appropriate Lender funds its Revolving Credit Loan 
                  or L/C Advance pursuant to this Section 2.03(c) to reimburse the relevant L/C Issuer for 
                  any  amount  drawn  under  any  Letter  of  Credit,  interest  in  respect  of  such  Lender’s  Pro 
                  Rata Share or other applicable share provided for under this Agreement of such amount 
                  shall be solely for the account of the relevant L/C Issuer. 
                                       
                                   (v)                                   Each  Revolving  Credit  Lender’s  obligation  to  make  Revolving 
                  Credit  Loans  or  L/C  Advances  to  reimburse  an  L/C  Issuer  for  amounts  drawn  under 
                  Letters  of  Credit,  as  contemplated  by  this  Section  2.03(c),  shall  be  absolute  and 
                  unconditional  and  shall  not  be  affected  by  any  circumstance,  including  (A)  any  setoff, 
                  counterclaim,  recoupment,  defense  or  other  right  which  such  Lender  may  have  against 
                  the relevant L/C Issuer, the Borrower or any other Person for any reason whatsoever; (B) 
                  the  occurrence  or  continuance  of  a  Default,  or  (C)  any  other  occurrence,  event  or 
                  condition, whether or not similar to any of the foregoing; provided that each Revolving 
                  Credit  Lender’s  obligation  to  make  Revolving  Credit  Loans  pursuant  to  this  Section 
                  2.03(c)  is  subject to  the  conditions  set forth  in  Section  4.02  (other  than  delivery  by  the 
                  Borrower  of  a  Committed  Loan  Notice).    No  such  making  of  an  L/C  Advance  shall 
                  relieve or otherwise impair the obligation of the Borrower to reimburse the relevant L/C 
                  Issuer  for  the  amount  of  any  payment  made  by  such  L/C  Issuer  under  any  Letter  of 
                  Credit, together with interest as provided herein. 
                                  (vi)                                                                         If  any  Revolving  Credit  Lender  fails  to  make  available  to  the 
                  Administrative Agent for the account of the relevant L/C Issuer any amount required to 
                  be paid by such Lender pursuant to the foregoing provisions of this Section 2.03(c) by the 
                  time  specified  in  Section  2.03(c)(ii),  such  L/C  Issuer  shall  be  entitled  to  recover  from 
                  such  Lender  (acting  through  the  Administrative  Agent),  on  demand,  such  amount  with 
                  interest  thereon  for  the  period  from  the  date  such  payment  is  required  to  the  date  on 
                  which  such  payment  is  immediately  available  to  such  L/C  Issuer  at  a  rate  per  annum 
                  equal to the applicable Overnight Rate from time to time in effect.  A certificate of the 
                  relevant  L/C  Issuer  submitted  to  any  Revolving  Credit  Lender  (through  the 
                  Administrative Agent) with respect to any amounts owing under this Section 2.03(c)(vi) 
                  shall be conclusive absent manifest error. 
                           (d)                                                          Repayment of Participations.  (i) If, at any time after an L/C Issuer has 
         made a payment under any Letter of Credit and has received from any Revolving Credit Lender 
         such Lender’s L/C Advance in respect of such payment in accordance with Section 2.03(c), the 
         Administrative Agent receives for the account of such L/C Issuer any payment in respect of the 
         related  Unreimbursed  Amount  or  interest  thereon  (whether  directly  from  the  Borrower  or 
         otherwise,  including  proceeds  of  Cash  Collateral  applied  thereto  by  the  Administrative  Agent), 
         the  Administrative  Agent  will  distribute  to  such  Lender  its  Pro  Rata  Share  or  other  applicable 
         share  provided  for  under  this  Agreement  hereof  (appropriately  adjusted,  in  the  case  of  interest 
         payments,  to  reflect  the  period  of  time  during  which  such  Lender’s  L/C  Advance  was 
         outstanding) in the same funds as those received by the Administrative Agent. 
                                       
                                   (ii)                                   If  any  payment  received  by  the  Administrative  Agent  for  the 
                  account of  an  L/C  Issuer  pursuant  to  Section  2.03(c)(i) is  required  to  be  returned  under 
                  any of the circumstances described in Section 10.06 (including pursuant to any settlement 
                  entered into  by  such  L/C  Issuer  in its  discretion),  each  Appropriate  Lender  shall  pay  to 
                  the Administrative Agent for the account of such L/C Issuer its Pro Rata Share or other 
                  applicable  share  provided  for  under  this  Agreement  thereof  on  demand  of  the 
                  Administrative Agent, plus interest thereon from the date of such demand to the date such 
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                  amount is returned by such Lender, at a rate per annum equal to the applicable Overnight 
                  Rate from time to time in effect. 
                               
                           (e)                           Obligations  Absolute.   The  obligation  of  the  Borrower  to reimburse  the 
         relevant L/C Issuer for each drawing under each Letter of Credit issued by it and to repay each 
         L/C  Borrowing  shall  be  absolute,  unconditional  and  irrevocable,  and  shall  be  paid  strictly  in 
         accordance with the terms of this Agreement under all circumstances, including the following: 
                                       
                                   (i)                                   any  lack  of  validity  or  enforceability  of  such  Letter  of  Credit, 
                  this Agreement, or any other agreement or instrument relating thereto; 
                                       
                                   (ii)                                   the existence of any claim, counterclaim, setoff, defense or other 
                  right that any Loan Party may have at any time against any beneficiary or any transferee 
                  of  such  Letter  of  Credit  (or  any  Person  for  whom  any  such  beneficiary  or  any  such 
                  transferee  may  be  acting),  the  relevant  L/C  Issuer  or  any  other  Person,  whether  in 
                  connection with this Agreement, the transactions contemplated hereby or by such Letter 
                  of Credit or any agreement or instrument relating thereto, or any unrelated transaction; 
                                  (iii)                                                                         any draft, demand, certificate or other document presented under 
                  such  Letter  of  Credit  proving  to  be  forged,  fraudulent,  invalid  or  insufficient  in  any 
                  respect or any statement therein being untrue or inaccurate in any respect; or any loss or 
                  delay  in  the  transmission  or  otherwise  of  any  document  required  in  order  to  make  a 
                  drawing under such Letter of Credit; 
                                       
                                  (iv)                                  any  payment  by  the  relevant  L/C  Issuer  under  such  Letter  of 
                  Credit against presentation of a draft or certificate that does not strictly comply with the 
                  terms  of  such  Letter  of  Credit;  or  any  payment  made  by  the  relevant  L/C  Issuer  under 
                  such  Letter  of  Credit  to  any  Person  purporting  to  be  a  trustee  in  bankruptcy,  debtor-in-
                  possession,  assignee  for  the  benefit  of  creditors,  liquidator,  receiver  or  other 
                  representative  of  or  successor  to  any  beneficiary  or  any  transferee  of  such  Letter  of 
                  Credit, including any arising in connection with any proceeding under any Debtor Relief 
                  Law; 
                                       
                                   (v)                                   any exchange, release or non-perfection of any Collateral, or any 
                  release  or  amendment  or  waiver  of  or  consent  to  departure  from  the  Guaranty  or  any 
                  other  guarantee,  for  all  or  any  of  the  Obligations  of  any  Loan  Party  in  respect  of  such 
                  Letter of Credit; or 
                                  (vi)                                                                         any other circumstance or happening whatsoever, whether or not 
                  similar  to  any  of  the  foregoing,  including  any  other  circumstance  that  might  otherwise 
                  constitute a defense available to, or a discharge of, any Loan Party; 
                           provided that the foregoing shall not excuse any L/C Issuer from liability to the 
         Borrower  to  the  extent  of  any  direct  damages  (as  opposed  to  consequential  damages,  claims  in 
         respect of which are waived by the Borrower to the extent permitted by applicable Law) suffered 
         by the Borrower that are caused by such L/C Issuer’s gross negligence or willful misconduct as 
         determined  in  a  final  and  non-appealable  judgment  by  a  court  of  competent  jurisdiction  when 
         determining whether drafts and other documents presented under a Letter of Credit comply with 
         the terms thereof. 
                               
                           (f)                           Role of L/C Issuers.  Each Lender and the Borrower agree that, in paying 
         any drawing under a Letter of Credit, the relevant L/C Issuer shall not have any responsibility to 
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         obtain any document (other than any sight draft, certificates and documents expressly required by 
         the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document 
         or  the  authority  of  the  Person  executing  or  delivering  any  such  document.    None  of  the  L/C 
         Issuers,  any  Agent-Related  Person  nor  any  of  the  respective  correspondents,  participants  or 
         assignees  of  any  L/C  Issuer  shall  be  liable to  any  Lender  for  (i)  any  action  taken  or  omitted in 
         connection herewith at the request or with the approval of the Lenders or the Lenders holding a 
         majority of the Revolving Credit Commitments, as applicable; (ii) any action taken or omitted in 
         the absence of gross negligence or willful misconduct as determined in a final and non-appealable 
         judgment by a court of competent jurisdiction; or (iii) the due execution, effectiveness, validity or 
         enforceability  of any  document  or instrument related  to any  Letter  of  Credit  or  Letter  of  Credit 
         Application.  The Borrower hereby assumes all risks of the acts or omissions of any beneficiary 
         or transferee with respect to its use of any Letter of Credit; provided that this assumption is not 
         intended to, and shall not, preclude the Borrower’s pursuing such rights and remedies as it may 
         have against the beneficiary or transferee at law or under any other agreement.  None of the L/C 
         Issuers,  any  Agent-Related  Person,  nor  any  of  the  respective  correspondents,  participants  or 
         assignees  of  any  L/C  Issuer,  shall  be  liable  or  responsible  for  any  of  the  matters  described  in 
         clauses (i) through (vi) of Section 2.03(e); provided that anything in such clauses to the contrary 
         notwithstanding, the Borrower may have a claim against an L/C Issuer, and such L/C Issuer may 
         be  liable  to  the  Borrower,  to  the  extent,  but  only  to  the  extent,  of  any  direct,  as  opposed  to 
         consequential or exemplary, damages suffered by the Borrower which the Borrower proves were 
         caused by such L/C Issuer’s willful misconduct or gross negligence or such L/C Issuer’s willful 
         or  grossly  negligent  failure  to  pay  under  any  Letter  of  Credit  after  the  presentation  to  it  by  the 
         beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a 
         Letter of Credit, in each case as determined in a final and non-appealable judgment by a court of 
         competent jurisdiction.  In furtherance and not in limitation of the foregoing, each L/C Issuer may 
         accept  documents  that  appear  on  their  face  to  be  in  order,  without  responsibility  for  further 
         investigation, regardless of any notice or information to the contrary, and no L/C Issuer shall be 
         responsible  for  the  validity  or  sufficiency  of  any  instrument  transferring  or  assigning  or 
         purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds 
         thereof, in whole or in part, which may prove to be invalid or ineffective for any reason. 
                           (g)                                                          Cash  Collateral.    If  (i)  as  of  the  Letter  of  Credit  Expiration  Date,  any 
         Letter of Credit may for any reason remain outstanding and partially or wholly undrawn, (ii) any 
         Event  of  Default  occurs  and  is  continuing  and  the  Administrative  Agent,  the  applicable  L/C 
         Issuers  or  the  Lenders  holding  a  majority  of the  Revolving  Credit  Commitments,  as  applicable, 
         require the Borrower to Cash Collateralize the L/C Obligations pursuant to Section 8.02 or (iii) an 
         Event  of  Default  set  forth  under  Section  8.01(f)  or  (g)  occurs  and  is  continuing,  the  Borrower 
         shall Cash Collateralize the then Outstanding Amount of all L/C Obligations (in an amount equal 
         to such Outstanding Amount determined as of the date of such Event of Default or the Letter of 
         Credit Expiration Date, as the case may be), and shall do so not later than 2:00 p.m., New York 
         City time on (x) in the case of the immediately preceding clauses (i) and (ii), (1) the Business Day 
         that  the  Borrower  receives  notice  thereof,  if  such  notice  is  received  on  such  day  prior  to  12:00 
         noon,  New  York  City  time  or  (2)  if  clause  (1)  above  does  not  apply,  the  Business  Day 
         immediately following the day that the Borrower receives such notice and (y) in the case of the 
         immediately preceding clause (iii), the Business Day on which an Event of Default set forth under 
         Section 8.01(f) or (g) occurs or, if such day is not a Business Day, the Business Day immediately 
         succeeding such day.  At any time that there shall exist a Defaulting Lender, immediately upon 
         the request of the Administrative Agent, the L/C Issuer or the Swing Line Lender, the Borrower 
         shall  deliver  to  the  Administrative  Agent  Cash  Collateral  in  an  amount  sufficient  to  cover  all 
         Fronting Exposure (after giving effect to Section 2.17(a)(iv) and any Cash Collateral provided by 
         the Defaulting Lender).  For purposes hereof, “Cash Collateralize” means to pledge and deposit 
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         with  or  deliver  to  the  Administrative  Agent,  for  the  benefit  of  the  relevant  L/C  Issuer  and  the 
         Appropriate  Lenders,  as  collateral  for  the  L/C  Obligations,  cash  or  deposit  account  balances 
         (“Cash Collateral”) pursuant to documentation in form and substance reasonably satisfactory to 
         the Administrative Agent and the relevant L/C Issuer (which documents are hereby consented to 
         by  the  Appropriate  Lenders).    Derivatives  of  such  term  have  corresponding  meanings.    The 
         Borrower  hereby  grants  to  the  Administrative  Agent,  for  the  benefit  of  the  Secured  Parties,  to 
         secure  the  payment  and  performance  of  the  Obligations,  a  security  interest  in  all  such  cash, 
         deposit accounts and all balances therein and all proceeds of the foregoing.  Cash Collateral shall 
         be  maintained  in  a  Cash  Collateral  Account  and  may  be  invested  in  readily  available  Cash 
         Equivalents.    If  at  any  time  the  Administrative  Agent  determines  that  any  funds  held  as  Cash 
         Collateral are expressly subject to any right or claim of any Person other than the Administrative 
         Agent  (on  behalf  of  the  Secured  Parties)  or that  the total  amount  of  such funds is  less  than  the 
         aggregate Outstanding Amount of all L/C Obligations, the Borrower will, forthwith upon demand 
         by the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited 
         and  held  in  the  Cash  Collateral  Account,  an  amount  equal  to  the  excess  of  (a)  such  aggregate 
         Outstanding Amount over (b) the total amount of funds, if any, then held as Cash Collateral that 
         the Administrative Agent reasonably determines to be free and clear of any such right and claim. 
         Upon the drawing of any Letter of Credit for which funds are on deposit as Cash Collateral, such 
         funds  shall  be  applied,  to  the  extent  permitted  under  applicable  Law,  to  reimburse  the  relevant 
         L/C  Issuer.    To  the  extent  the  amount  of  any  Cash  Collateral  exceeds  the  then  Outstanding 
         Amount  of  such  L/C  Obligations  and  so  long  as  no  Event  of  Default  has  occurred  and  is 
         continuing,  the  excess  shall  be  refunded  to  the  Borrower.  To  the  extent  any  Event  of  Default 
         giving rise to the requirement to Cash Collateralize any Letter of Credit pursuant to this Section 
         2.03(g) is cured or otherwise waived by the Required Lenders, then so long as no other Event of 
         Default  has  occurred  and  is  continuing,  all  Cash  Collateral  pledged  to  Cash  Collateralize  such 
         Letter of Credit shall be refunded to the Borrower. 
                           (h)                                                          Letter  of  Credit  Fees.    The  Borrower  shall  pay  to  the  Administrative 
         Agent  for  the  account  of  the  Revolving  Credit  Lenders  for  the  applicable  Revolving  Credit 
         Facility (in accordance with their Pro Rata Share or other applicable share provided for under this 
         Agreement)  a  Letter  of  Credit  fee  for  each  Letter  of  Credit  issued  pursuant  to  this  Agreement 
         equal to the applicable Applicable Rate multiplied by the daily maximum amount then available 
         to be drawn under such Letter of Credit (whether or not such maximum amount is then in effect 
         under such Letter of Credit if such maximum amount increases periodically pursuant to the terms 
         of such Letter of Credit); provided, however, any Letter of Credit fees otherwise payable for the 
         account of a Defaulting Lender with respect to any Letter of Credit as to which such Defaulting 
         Lender  has  not  provided  Cash  Collateral  satisfactory  to  the  L/C  Issuer  pursuant  to  this 
         Section 2.03 shall be payable, to the maximum extent permitted by applicable Law, to the other 
         Lenders in accordance with the upward adjustments in their respective Pro Rata Shares allocable 
         to  such  Letter  of  Credit  pursuant  to  Section 2.17(a)(iv),  with  the  balance  of  such  fee,  if  any, 
         payable to the L/C Issuer for its own account. Such Letter of Credit fees shall be computed on a 
         quarterly basis in arrears.  Such Letter of Credit fees shall be due and payable in Canadian Dollars 
         or  U.S.  Dollars,  as  applicable,  on  the  first  Business  Day  after  the  end  of  each  March,  June, 
         September and December, commencing with the first such date to occur after the issuance of such 
         Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand.  If there is any 
         change in any applicable Applicable Rate during any quarter, the daily maximum amount of each 
         Letter of Credit shall be computed and multiplied by such applicable Applicable Rate separately 
         for each period during such quarter that such applicable Applicable Rate was in effect. 
                           (i)                                                          Fronting Fee and Documentary and Processing Charges Payable to L/C 
         Issuers.    The  Borrower  shall  pay  directly  to  each  L/C  Issuer  for  its  own  account,  in  Canadian 
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         Dollars or U.S. Dollars, as applicable, a fronting fee with respect to each Letter of Credit issued 
         by it equal to 0.25% per annum of the daily maximum amount then available to be drawn under 
         such Letter of Credit (whether or not such maximum amount is then in effect under such Letter of 
         Credit  if  such  maximum  amount  increases  periodically  pursuant  to  the  terms  of  such  Letter  of 
         Credit).  Such fronting fees shall be computed on a quarterly basis in arrears.  Such fronting fees 
         shall be due and payable on the first Business Day after the end of each March, June, September 
         and December, commencing with the first such date to occur after the issuance of such Letter of 
         Credit,  on  the  Letter  of  Credit  Expiration  Date  and  thereafter  on  demand.    In  addition,  the 
         Borrower shall pay directly to each L/C Issuer for its own account with respect to each Letter of 
         Credit  issued  by  it  the  customary  issuance,  presentation,  amendment  and  other  processing  fees, 
         and other standard costs and charges, of such L/C Issuer relating to letters of credit as from time 
         to time in effect.  Such customary fees and standard costs and charges are due and payable within 
         ten (10) Business Days of demand and are nonrefundable. 
                               
                           (j)                           Conflict  with  Letter  of  Credit  Application.    Notwithstanding  anything 
         else to the contrary in this Agreement, in the event of any conflict between the terms hereof and 
         the terms of any Letter of Credit Application, the terms hereof shall control. 
                           (k)                                                          Addition of an L/C Issuer.  A Revolving Credit Lender may become an 
         additional  L/C  Issuer  hereunder  pursuant  to  a  written  agreement  among  the  Borrower,  the 
         Administrative Agent and such Revolving Credit Lender.  The Administrative Agent shall notify 
         the Revolving Credit Lenders of any such additional L/C Issuer. 
                               
                           (l)                           Letter of Credit Amounts.  Unless otherwise specified herein, the amount 
         of a Letter of Credit at any time shall be deemed to be the stated amount of such Letter of Credit 
         in  effect  at  such  time;  provided,  however,  that  with  respect  to  any  Letter  of  Credit  that,  by  its 
         terms or the terms of any document related thereto, provides for one or more automatic increases 
         in  the  stated  amount  thereof,  the  amount  of  such  Letter  of  Credit  shall  be  deemed  to  be  the 
         maximum stated amount of such Letter of Credit after giving effect to all such increases, whether 
         or not such maximum stated amount is in effect at such time. 
                                
                           (m)                           Reporting.  Each L/C Issuer will report in writing to the Administrative 
         Agent (i) on the first Business Day of each calendar month, the aggregate face amount of Letters 
         of Credit issued by it and outstanding as of the last Business Day of the preceding calendar month 
         (and  on  such  other  dates  as  the  Administrative  Agent  may  request),  (ii)  on  or  prior  to  each 
         Business Day on which such L/C Issuer expects to issue, amend, renew or extend any Letter of 
         Credit,  the  date  of  such  issuance  or  amendment,  and  the  aggregate  face  amount  of  Letters  of 
         Credit  to  be  issued,  amended,  renewed  or  extended  by  it  and  outstanding  after  giving  effect  to 
         such  issuance,  amendment,  renewal  or  extension  (and  such  L/C  Issuer  shall  advise  the 
         Administrative  Agent  on  such  Business  Day  whether  such  issuance,  amendment,  renewal  or 
         extension  occurred  and  whether  the  amount  thereof  changed),  (iii)  on  each  Business  Day  on 
         which  such  L/C  Issuer  makes  any  L/C  Disbursement,  the  date  and  amount  of  such  L/C 
         Disbursement  and  (iv)  on  any  Business  Day  on  which  the  Borrower  fails  to  reimburse  an  L/C 
         Disbursement required to be reimbursed to such L/C Issuer on such day, the date and amount of 
         such failure. 
                               
                           (n)                           Provisions  Related  to  Extended  Revolving  Credit  Commitments.    If  the 
         Letter  of  Credit  Expiration  Date  in  respect  of  any  tranche  of  Revolving  Credit  Commitments 
         occurs prior to the expiry date of any Letter of Credit, then (i) if consented to by the L/C Issuer 
         which  issued  such  Letter  of  Credit,  if  one  or  more  other  tranches  of  Revolving  Credit 
         Commitments in respect of which the Letter of Credit Expiration Date shall not have so occurred 
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         are then in effect, such Letters of Credit for which consent has been obtained shall automatically 
         be deemed to have been issued (including for purposes of the obligations of the Revolving Credit 
         Lenders to purchase participations therein and to make Revolving Credit Loans and payments in 
         respect thereof pursuant to Section 2.03(c) and (d)) under (and ratably participated in by Lenders 
         pursuant to) the Revolving Credit Commitments in respect of such non-terminating tranches up to 
         an  aggregate  amount  not  to  exceed  the  aggregate  amount  of  the  unutilized  Revolving  Credit 
         Commitments  thereunder  at  such  time  (it  being  understood  that  no  partial  face  amount  of  any 
         Letter  of  Credit  may  be  so  reallocated)  and  (ii)  to  the  extent  not  reallocated  pursuant  to 
         immediately preceding clause (i), the Borrower shall Cash Collateralize any such Letter of Credit 
         in accordance with Section 2.03(g).  Upon the maturity date of any tranche of Revolving Credit 
         Commitments,  the  sublimit  for  Letters  of  Credit  may  be  reduced  as  agreed  between  the  L/C 
         Issuers and the Borrower, without the consent of any other Person. 
                               
                           (o)                           Letters of Credit Issued for Subsidiaries.  Notwithstanding that a Letter 
         of Credit issued or outstanding hereunder is in support of any obligations of, or is for the account 
         of, a Restricted Subsidiary, the Borrower shall be obligated to reimburse the applicable L/C Issuer 
         hereunder  for  any  and  all  drawings  under  such  Letter  of  Credit.    The  Borrower  hereby 
         acknowledges  that  the  issuance  of  Letters  of  Credit  for  the  account  of  Restricted  Subsidiaries 
         inures  to  the  benefit  of  the  Borrower,  and  that  the  Borrower’s  business  derives  substantial 
         benefits from the businesses of such Restricted Subsidiaries. 
                  SECTION 2.04                                                      Swing Line Loans.  
                               
                           (a)                           The  Swing  Line.    Subject  to  the  terms  and  conditions  set  forth  herein, 
         Royal Bank of Canada, in its capacity as Swing Line Lender, agrees to make loans in Canadian 
         Dollars and U.S. Dollars to the Borrower (each such loan, a “Swing Line Loan”), from time to 
         time  on  any  Business  Day  during  the  period  beginning  on  the  Business  Day  after  the  Closing 
         Date and until the Maturity Date of the Revolving Credit Facility in an aggregate amount not to 
         exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact 
         that such Swing Line Loans, when aggregated with the Pro Rata Share or other applicable share 
         provided  for  under  this  Agreement  of  the  Outstanding  Amount  of  Revolving  Credit  Loans  and 
         L/C  Obligations  of  the  Lender  acting  as  Swing  Line  Lender,  may  exceed  the  amount  of  such 
         Swing  Line  Lender’s  Revolving  Credit  Commitment;  provided  that,  after  giving  effect  to  any 
         Swing  Line  Loan,  (i)  the  Revolving  Credit  Exposure  shall  not  exceed  the  aggregate  Revolving 
         Credit Commitments and (ii) the aggregate Outstanding Amount of the Revolving Credit Loans 
         of any Lender (other than a Swing Line Lender acting in its capacity as such), plus such Lender’s 
         Pro  Rata  Share  or  other  applicable  share  provided for  under  this  Agreement  of  the  Outstanding 
         Amount  of  all  L/C  Obligations,  plus  such  Lender’s  Pro  Rata  Share  or  other  applicable  share 
         provided for under this Agreement of the Outstanding Amount of all Swing Line Loans shall not 
         exceed  such  Lender’s  Revolving  Credit  Commitment  then  in  effect;  provided  further  that  the 
         Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing 
         Line Loan.  Within the foregoing limits, and subject to the other terms and conditions hereof, the 
         Borrower  may  borrow  under  this  Section  2.04,  prepay  under  Section  2.05,  and  reborrow  under 
         this Section 2.04.  Each Swing Line Loan shall be a Base Rate Loan or a Canadian Prime Rate 
         Loan. Immediately upon the making of a Swing Line Loan, each Revolving Credit Lender shall 
         be  deemed  to,  and  hereby  irrevocably  and  unconditionally  agrees  to,  purchase  from  the  Swing 
         Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of 
         such  Lender’s  Pro  Rata  Share  or  other  applicable  share  provided  for  under  this  Agreement 
         multiplied by the amount of such Swing Line Loan. 
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                           (b)                           Borrowing Procedures. (i) Subject to payment of the customary fees and 
         charges  of  the  Swing  Line  Lender  for  operation  of  the  applicable  accounts,  the  Swing  Line 
         Lender shall provide the Borrower with a Canadian Dollar and a U.S. Dollar account at the main 
         branch in Toronto, Ontario of the Swing Line Lender.  At any time that the Borrower would be 
         entitled to make a Swing Line Borrowing, the Borrower shall be entitled to draw cheques or make 
         other  debit  transactions  in  Canadian  Dollars  or  U.S.  Dollars  on  such  accounts  with  the  Swing 
         Line Lender.  The amount of any overdraft in such accounts of the Borrower at the end of each 
         Business Day, subject to appropriate adjustments, shall be deemed to be a Swing Line Loan, as 
         applicable, to the Borrower.  The credit balance in such accounts at the end of each Business Day, 
         subject to appropriate adjustments, shall be applied by the Swing Line Lender as a repayment of 
         outstanding Swing Line Loans and such accounts shall be reduced accordingly.  
                           (ii)  In  addition,  the  Borrower  may  also  make  Swing  Line  Borrowings  upon  the 
         Borrower’s  irrevocable  notice  to  the  Swing  Line  Lender  and  the  Administrative  Agent,  which 
         may be given by telephone.  Each such notice must be received by the Swing Line Lender and the 
         Administrative Agent not later than 12:00 noon New York City time on the requested borrowing 
         date and shall specify (i) the amount to be borrowed, which shall be a minimum of Cdn. $100,000 
         or U.S. $100,000, as applicable, and the currency thereof and (ii) the requested borrowing date, 
         which  shall  be  a  Business  Day.    Each  such  telephonic  notice  must  be  confirmed  promptly  by 
         delivery to the Swing Line Lender and the Administrative Agent of a written Swing Line Loan 
         Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Promptly 
         after  receipt  by  the  Swing  Line  Lender  of  any  Swing  Line  Loan  Notice  (by  telephone  or  in 
         writing), the Swing Line Lender will confirm with the Administrative Agent (by telephone or in 
         writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, 
         the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the 
         contents thereof.  Unless the Swing Line Lender has received notice (by telephone or in writing) 
         from the Administrative Agent (including at the request of any Revolving Credit Lender) prior to 
         2:00 p.m. New York City time on the date of the proposed Swing Line Borrowing (A) directing 
         the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth 
         in  the  first  proviso  to  the  first  sentence  of  Section  2.04(a),  or  (B)  that  one  or  more  of  the 
         applicable conditions specified in Section 4.02 is not then satisfied, then, subject to the terms and 
         conditions hereof, the Swing Line Lender will, not later than 3:00 p.m. New York City time on 
         the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line 
         Loan  available  to  the  Borrower.    Notwithstanding  anything  to  the  contrary  contained  in  this 
         Section 2.04  or  elsewhere  in  this  Agreement,  the  Swing  Line  Lender  shall  not  be  obligated  to 
         make  any  Swing  Line  Loan  at  a  time  when  a  Revolving  Credit  Lender  is  a  Defaulting  Lender 
         unless the Swing Line Lender has entered into arrangements reasonably satisfactory to it and the 
         Borrower  to  eliminate  the  Swing  Line  Lender’s  Fronting  Exposure  (after  giving  effect  to 
         Section 2.17(a)(iv)) with respect to the Defaulting Lender’s or Defaulting Lenders’ participation 
         in  such  Swing  Line  Loans,  including  by  Cash  Collateralizing,  or  obtaining  a  backstop  letter  of 
         credit  from  an  issuer  reasonably  satisfactory  to  the  Swing  Line  Lender  to  support,  such 
         Defaulting Lender’s or Defaulting Lenders’ Pro Rata Share of the outstanding Swing Line Loans. 
                               
                           (c)                           Refinancing of Swing Line Loans.  (i) The Swing Line Lender at any time 
         in  its  sole  and  absolute  discretion  may  request,  on  behalf  of  the  Borrower  (which  hereby 
         irrevocably authorizes such Swing Line Lender to so request on its behalf), that each Revolving 
         Credit Lender make a Base Rate Loan or Canadian Prime Rate Loan, as applicable, in an amount 
         equal  to  such  Lender’s  Pro  Rata  Share  or  other  applicable  share  provided  for  under  this 
         Agreement of the amount of Swing Line Loans then outstanding.  Such request shall be made in 
         writing  (which  written  request  shall  be  deemed  to  be  a  Committed  Loan  Notice  for  purposes 
         hereof) and in accordance with the requirements of Section 2.02, without regard to the minimum 
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         and multiples specified therein for the principal amount of Base Rate Loans or Canadian Prime 
         Rate Loans, but subject to the unutilized portion of the aggregate Revolving Credit Commitments 
         and the conditions set forth in Section 4.02.  The Swing Line Lender shall furnish the Borrower 
         with a copy of the applicable Committed Loan Notice promptly after delivering such notice to the 
         Administrative Agent.  Each Revolving Credit Lender shall make an amount equal to its Pro Rata 
         Share  or  other  applicable  share  provided  for  under  this  Agreement  of  the  amount  specified  in 
         such Committed Loan Notice available to the Administrative Agent in Same Day Funds for the 
         account of the Swing Line Lender at the Administrative Agent’s Office not later than 1:00 p.m. 
         New York City time on the day specified in such Committed Loan Notice, whereupon, subject to 
         Section 2.04(c)(ii), each Revolving Credit Lender that so makes funds available shall be deemed 
         to have made a Base Rate Loan or Canadian Prime Rate Loan, as applicable, to the Borrower in 
         such  amount.    The  Administrative  Agent  shall  remit  the  funds  so  received  to  the  Swing  Line 
         Lender. 
                                       
                                   (ii)                                   If for any reason any Swing Line Loan cannot be refinanced by 
                  such a Revolving Credit Borrowing in accordance with Section 2.04(c)(i), the request for 
                  Base Rate Loans or Canadian Prime Rate Loans submitted by the Swing Line Lender as 
                  set forth herein shall be deemed to be a request by the Swing Line Lender that each of the 
                  Revolving Credit Lenders fund its risk participation in the relevant Swing Line Loan and 
                  each Revolving Credit Lender’s payment to the Administrative Agent for the account of 
                  the Swing Line Lender pursuant to Section 2.04(c)(i) shall be deemed payment in respect 
                  of such participation. 
                                  (iii)                                                                         If  any  Revolving  Credit  Lender  fails  to  make  available  to  the 
                  Administrative Agent for the account of the Swing Line Lender any amount required to 
                  be paid by the Lender pursuant to the foregoing provisions of this Section 2.04(c) by the 
                  time  specified  in  Section  2.04(c)(i),  the  Swing  Line  Lender  shall  be  entitled  to  recover 
                  from  such  Lender  (acting  through  the  Administrative  Agent),  on  demand,  such  amount 
                  with interest thereon for the period from the date such payment is required to the date on 
                  which  such  payment  is  immediately  available  to  the  Swing  Line  Lender  at  a  rate  per 
                  annum equal to the applicable Overnight Rate from time to time in effect.  A certificate 
                  of  the  Swing  Line  Lender  submitted  to  any  Lender  (through  the  Administrative  Agent) 
                  with  respect  to  any  amounts  owing  under  this  clause  (iii)  shall  be  conclusive  absent 
                  manifest error. 
                                  (iv)                                                                         Each  Revolving  Credit  Lender’s  obligation  to  make  Revolving 
                  Credit Loans or to purchase and fund risk participations in Swing Line Loans pursuant to 
                  this Section 2.04(c) shall be absolute and unconditional and shall not be affected by any 
                  circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right 
                  which such Lender may have against the Swing Line Lender, the Borrower or any other 
                  Person for any reason whatsoever, (B) the occurrence or continuance of a Default, or (C) 
                  any other occurrence, event or condition, whether or not similar to any of the foregoing; 
                  provided that each Revolving Credit Lender’s obligation to make Revolving Credit Loans 
                  pursuant to this Section 2.04(c) (but not to purchase and fund risk participations in Swing 
                  Line  Loans)  is  subject to the  conditions  set forth in Section  4.02).   No  such  funding  of 
                  risk  participations  shall  relieve  or  otherwise  impair  the  obligation  of  the  Borrower  to 
                  repay Swing Line Loans, together with interest as provided herein. 
                               
                           (d)                           Repayment of Participations.  (i) At any time after any Revolving Credit 
         Lender  has  purchased  and  funded  a  risk  participation  in  a  Swing  Line  Loan,  if  the  Swing  Line 
         Lender receives any payment on account of such Swing Line Loan, the Swing Line Lender will 
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         distribute  to  such  Lender  its  Pro  Rata  Share  or  other  applicable  share  provided  for  under  this 
         Agreement  of  such  payment  (appropriately  adjusted,  in  the  case  of  interest  payments,  to  reflect 
         the period of time during which such Lender’s risk participation was funded) in the same funds as 
         those received by the Swing Line Lender. 
                                       
                                   (ii)                                   If any payment received by the Swing Line Lender in respect of 
                  principal or interest on any Swing Line Loan is required to be returned by the Swing Line 
                  Lender under any of the circumstances described in Section 10.06 (including pursuant to 
                  any settlement entered into by the Swing Line Lender in its discretion), each Revolving 
                  Credit Lender shall pay to the Swing Line Lender its Pro Rata Share or other applicable 
                  share provided for under this Agreement thereof on demand of the Administrative Agent, 
                  plus interest thereon from the date of such demand to the date such amount is returned, at 
                  a rate per annum equal to the applicable Overnight Rate. The Administrative Agent will 
                  make such demand upon the request of the Swing Line Lender. 
                           (e)                                                          Interest for Account of Swing Line Lender.  The Swing Line Lender shall 
         be  responsible  for  invoicing  the  Borrower  for  interest  on  the  Swing  Line  Loans.    Until  each 
         Revolving Credit Lender funds its Base Rate Loan or risk participation pursuant to this Section 
         2.04  to  refinance  such  Lender’s  Pro  Rata  Share  of  any  Swing  Line  Loan,  interest  in  respect  of 
         such Pro Rata Share shall be solely for the account of the Swing Line Lender. 
                               
                           (f)                           Payments Directly to Swing Line Lender.  The Borrower shall make all 
         payments of principal and interest in respect of the Swing Line Loans directly to the Swing Line 
         Lender. 
                               
                           (g)                           Provisions  Related  to  Extended  Revolving  Credit  Commitments.    If  the 
         maturity  date  shall  have  occurred  in  respect  of  any  tranche  of  Revolving  Credit  Commitments  
         (the “Expiring Credit Commitment”) at a time when another tranche or tranches of Revolving 
         Credit Commitments is or are in effect with a longer maturity date (each a “Non-Expiring Credit 
         Commitment” and collectively, the “Non-Expiring Credit Commitments”), then with respect 
         to each outstanding Swing Line Loan, if consented to by the applicable Swing Line Lender, on 
         the  earliest  occurring  maturity  date  such  Swing  Line  Loan  shall  be  deemed  reallocated  to  the 
         tranche or tranches of the Non-Expiring Credit Commitments on a pro rata basis; provided that 
         (x) to the extent that the amount of such reallocation would cause the aggregate credit exposure to 
         exceed  the  aggregate  amount  of  such  Non-Expiring  Credit  Commitments,  immediately  prior  to 
         such reallocation the amount of Swing Line Loans to be reallocated equal to such excess shall be 
         repaid  or  Cash  Collateralized  and  (y)  notwithstanding  the  foregoing,  if  a  Default  or  Event  of 
         Default has occurred and is continuing, the Borrower shall still be obligated to pay Swing Line 
         Loans allocated to the Revolving Credit Lenders holding the Expiring Credit Commitments at the 
         maturity date of the Expiring Credit Commitments or if the Loans have been accelerated prior to 
         the maturity date of the Expiring Credit Commitments.  Upon the maturity date of any tranche of 
         Revolving Credit Commitments, the Swing Line Sublimit may be reduced as agreed between the 
         Swing Line Lender and the Borrower, without the consent of any other Person. 
                                    
                  SECTION 2.05                  Prepayments.  
                               
                           (a)                           Optional.    (i)  The  Borrower  may,  upon,  subject  to  clause  (iii)  below, 
         irrevocable  written  notice  to  the  Administrative  Agent,  at  any  time  or  from  time  to  time 
         voluntarily prepay Term Loans and Revolving Credit Loans in whole or in part without premium 
         or penalty (subject to Section 2.05(a)(iv)); provided that (1) such notice must be received by the 
         Administrative Agent not later than 12:00 noon New York City time (A) three (3) Business Days 
         prior  to  any  date  of  prepayment  of  Eurocurrency  Rate  Loans,  Bankers’  Acceptances  and  BA 
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         Equivalent  Loans  and  (B)  one  (1)  Business  Day  prior  to  any  date  of  prepayment  of  Base  Rate 
         Loans or Canadian Prime Rate Loans; (2) any prepayment of Eurocurrency Rate Loans, Bankers’ 
         Acceptances  and  BA  Equivalent  Loans  shall  be  in  a  minimum  principal  amount  of  Cdn. 
         $1,000,000  or  a  whole  multiple  of  Cdn.  $500,000  in  excess  thereof  (or  U.S.  $1,000,000,  or  a 
         whole  multiple  of  U.S.  $500,000  in  excess  thereof,  as  applicable);  and  (3)  any  prepayment  of 
         Base Rate Loans or Canadian Prime Rate Loans shall be in a minimum principal amount of Cdn. 
         $500,000 or a whole multiple of Cdn. $100,000 in excess thereof (or U.S. $500,000, or a whole 
         multiple  of  U.S.  $100,000  in  excess  thereof,  as  applicable),  or,  in  each  case,  if  less,  the  entire 
         principal amount thereof then outstanding.  Each such notice shall specify the date and amount of 
         such  prepayment  and  the  Class(es)  and  Type(s)  of  Loans  and  the  order  of  Borrowing(s)  to  be 
         prepaid.  The Administrative Agent will promptly notify each Appropriate Lender of its receipt of 
         each  such  notice,  and  of the  amount  of  such  Lender’s  Pro  Rata  Share  or other  applicable  share 
         provided for under this Agreement of such prepayment.  If such notice is given by the Borrower, 
         the Borrower shall make such prepayment and the payment amount specified in such notice shall 
         be due and payable on the date specified therein.  Any prepayment of a Eurocurrency Rate Loan 
         shall  be  accompanied  by  all  accrued  interest  thereon,  together  with  any  additional  amounts 
         required  pursuant  to  Section  3.05.    Any  prepayment  of  a  Bankers’  Acceptance  or  a  BA 
         Equivalent Loan prior to the last day of the Interest Period therefor shall be made by depositing 
         with the Administrative Agent the face amount of such drawing to be held by the Administrative 
         Agent in a Cash Collateral Account and irrevocably authorizing and directing the Administrative 
         Agent  to  apply  such  amount  on  the  last  day  of  such  Interest  Period  to  the  repayment  of  the 
         relevant Bankers’ Acceptance or BA Equivalent Loan, as applicable.  Title to the funds held in 
         such account shall pass to the Administrative Agent (for and on behalf of the applicable Lenders) 
         on  the  date  of  deposit  of  such  funds  with  the  Administrative  Agent  and  the  Borrower  hereby 
         acknowledges and agrees that it shall have no legal or beneficial interest in such funds after the 
         date  of  deposit  of  such  funds  in  such  Cash  Collateral  Account.    Interest  on  amounts  held  on 
         deposit  by  the  Administrative  Agent  (at  such  rate  as  determined  by  the  Administrative  Agent, 
         acting reasonably) shall be paid to the Borrower on the last day of such Interest Period.  In the 
         case of each prepayment of the Loans pursuant to this Section 2.05(a), the Borrower may in its 
         sole  discretion  select  the  Borrowing  or  Borrowings  (and  the  order  of  maturity  of  principal 
         payments) to be repaid, and such payment shall be paid to the Appropriate Lenders in accordance 
         with  their  respective  Pro  Rata  Shares  or  other  applicable  share  as  provided  for  under  this 
         Agreement. 
                                       
                                   (ii)                                   The  Borrower  may,  upon,  subject  to  clause  (iii)  below, 
                  irrevocable  written notice  to  the  Swing  Line  Lender (with a  copy  to  the  Administrative 
                  Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole 
                  or in part without premium or penalty; provided that (1) such notice must be received by 
                  the  Swing  Line  Lender  and  the  Administrative  Agent  not  later  than  12:00  noon  New 
                  York City time on the date of the prepayment, and (2) any such prepayment shall be in a 
                  minimum  principal  amount  of  Cdn.  $500,000  or  a  whole  multiple  of  Cdn.  $100,000  in 
                  excess thereof (or U.S. $500,000, or a whole multiple of U.S. $100,000 in excess thereof, 
                  as applicable) or, if less, the entire principal amount thereof then outstanding.  Each such 
                  notice shall specify the date and amount of such prepayment.  If such notice is given by 
                  the  Borrower,  the  Borrower  shall  make  such  prepayment  and  the  payment  amount 
                  specified in such notice shall be due and payable on the date specified therein. 
                                  (iii)                                                                         Notwithstanding  anything  to  the  contrary  contained  in  this 
                  Agreement, subject to the payment of any amounts owing pursuant to Section 3.05, the 
                  Borrower may rescind any notice of prepayment under Section 2.05(a)(i) or 2.05(a)(ii) if 
                  such  prepayment  would  have  resulted  from  a  refinancing  of  all  or  a  portion  of  the 
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                  applicable  Facility,  which  refinancing  shall  not  be  consummated  or  shall  otherwise  be 
                  delayed.  Each prepayment of any Class of Term Loans pursuant to this Section 2.05(a) 
                  shall be applied in an order of priority to repayments thereof required pursuant to Section 
                  2.07(a) as directed by the Borrower and, absent such direction, shall be applied in direct 
                  order  of  maturity  to  repayments  thereof  required  pursuant  to  Section  2.07(a).    For  the 
                  avoidance  of  doubt,  any  prepayment  of  Initial  Term  Loans  pursuant  to  Section  2.05(a) 
                  shall be made on a pro rata basis among the Initial Term B-1 Loans and the Initial Term 
                  B-2  Loans;  provided  that, on  or  prior  to  the  Specified  Term  B-1  Termination  Date,  the 
                  Borrower  shall  be  permitted  to  prepay  Initial  Term  B-1  Loans  with  any  then-existing 
                  Specified Term B-1 Proceeds without a ratable prepayment on account of the Initial Term 
                  B-2 Loans and the Administrative Agent is hereby authorized and directed to apply funds 
                  held  in  the  Specified  Term  B-1  Proceeds  Account  to  the  Initial  Term  B-1  Loans  as 
                  aforesaid. 
                                  (iv)                                                                         In the event that, on or prior to the date that is six months after 
                  the Closing Date, the Borrower (x) prepays, refinances, substitutes or replaces any Initial 
                  Term Loans pursuant to a Repricing Transaction (including, for avoidance of doubt, any 
                  prepayment  made  pursuant  to  Section 2.05(b)(iv)  that  constitutes  a  Repricing 
                  Transaction),  or  (y)  effects  any  amendment,  amendment  and  restatement  or  other 
                  modification of this Agreement resulting in a Repricing Transaction, the Borrower shall 
                  pay to the Administrative Agent, for the ratable account of each of the applicable Term 
                  Lenders, (I) in the case of clause (x), a prepayment premium of 1.00% of the aggregate 
                  principal amount of the Initial Term Loans so prepaid, refinanced, substituted or replaced 
                  and (II) in the case of clause (y), a fee equal to 1.00% of the aggregate principal amount 
                  of the applicable Initial Term Loans outstanding immediately prior to such amendment.  
                  If, on or prior to the date that is six months after the Closing Date, any Term Lender that 
                  is  a  Non-Consenting  Lender  is  replaced  pursuant  to  Section  3.07(a)  in  connection  with 
                  any  amendment,  amendment  and  restatement  or  other  modification  of  this  Agreement 
                  resulting in a Repricing Transaction, such Term Lender (and not any Person who replaces 
                  such  Term  Lender  pursuant  to  Section  3.07(a))  shall  receive  its  pro  rata  portion  (as 
                  determined immediately prior to it being so replaced) of the prepayment premium or fee 
                  described in the preceding sentence.  Such amounts shall be due and payable on the date 
                  of effectiveness of such Repricing Transaction. 
                                       
                                   (v)                                   Notwithstanding  anything  in  any  Loan  Document  to  the 
                  contrary, so long as (x) no Default or Event of Default has occurred and is continuing and 
                  (y)  no  proceeds  from  any  Revolving  Credit  Loans  are  used  to  make  such  prepayments, 
                  any  Company  Party  may  prepay  the  outstanding  Term  Loans  (which  shall,  for  the 
                  avoidance of doubt, be automatically and permanently canceled immediately upon such 
                  prepayment) (or the Borrower or any of its Subsidiaries may purchase such outstanding 
                  Loans and immediately cancel them) on the following basis: 
                                             (A)                                                                                               Any  Company  Party  shall  have  the  right  to  make  a 
                           voluntary prepayment of Term Loans at a discount to par pursuant to a Borrower 
                           Offer  of  Specified  Discount  Prepayment,  Borrower  Solicitation  of  Discount 
                           Range  Prepayment  Offers  or  Borrower  Solicitation  of  Discounted  Prepayment 
                           Offers  (any  such  prepayment,  the  “Discounted  Term  Loan  Prepayment”),  in 
                           each  case  made  in  accordance  with  this  Section 2.05(a)(v);  provided  that  no 
                           Company Party shall initiate any action under this Section 2.05(a)(v) in order to 
                           make a Discounted Term  Loan Prepayment unless (I) at least ten (10) Business 
                           Days  shall  have  passed  since  the  consummation  of  the  most  recent  Discounted 
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                           Term Loan Prepayment as a result of a prepayment made by a Company Party on 
                           the  applicable  Discounted  Prepayment  Effective  Date;  or  (II)  at  least  three  (3) 
                           Business Days shall have passed since the date the Company Party was notified 
                           that no Term Lender was willing to accept any prepayment of any Term Loan at 
                           the  Specified  Discount,  within  the  Discount  Range  or  at  any  discount  to  par 
                           value,  as  applicable,  or  in  the  case  of  Borrower  Solicitation  of  Discounted 
                           Prepayment Offers, the date of any Company Party’s election not to accept any 
                           Solicited Discounted Prepayment Offers. 
                                             (B)                                                                                               (1)                                                       Subject  to  the  proviso  to  subsection (A)  above, 
                           any  Company  Party  may  from  time  to  time  offer  to  make  a  Discounted  Term 
                           Loan Prepayment by providing the Auction Agent with five (5) Business Days’ 
                           notice in the form of a Specified Discount Prepayment Notice; provided that (I) 
                           any  such  offer  shall  be  made  available,  at  the  sole  discretion  of  the  Company 
                           Party, to (x) each Term Lender and/or (y) each Term Lender with respect to any 
                           Class  of  Term  Loans  on  an  individual  tranche  basis,  (II)  any  such  offer  shall 
                           specify  the  aggregate  principal  amount  offered  to  be  prepaid  (the  “Specified 
                           Discount  Prepayment  Amount”)  with  respect  to  each  applicable  tranche,  the 
                           tranche  or  tranches  of  Term  Loans  subject  to  such  offer  and  the  specific 
                           percentage discount to par (the “Specified Discount”) of such Term Loans to be 
                           prepaid (it  being  understood  that  different  Specified Discounts and/or  Specified 
                           Discount Prepayment Amounts may be offered with respect to different tranches 
                           of Term  Loans  and, in  such  event, each  such  offer  will  be  treated  as  a separate 
                           offer  pursuant  to  the  terms  of  this  Section  2.05(a)(v)(B)),  (III)  the  Specified 
                           Discount Prepayment Amount shall be in an aggregate amount not less than Cdn. 
                           $10,000,000 and whole increments of Cdn. $1,000,000 in excess thereof (or U.S. 
                           $10,000,000,  or  a  whole  multiple  of  U.S.  $1,000,000  in  excess  thereof,  as 
                           applicable)  and  (IV)  each  such  offer  shall  remain  outstanding  through  the 
                           Specified  Discount  Prepayment  Response  Date.    The  Auction  Agent  will 
                           promptly  provide  each  Appropriate  Lender  with  a  copy  of  such  Specified 
                           Discount  Prepayment  Notice  and  a  form  of  the  Specified  Discount  Prepayment 
                           Response to be completed and returned by each such Term Lender to the Auction 
                           Agent (or its delegate) by no later than 5:00 p.m., on the third Business Day after 
                           the  date  of  delivery  of  such  notice  to  such  Lenders  (the  “Specified  Discount 
                           Prepayment Response Date”). 
                                                          
                                                      (2)                                                      Each  Term  Lender  receiving  such  offer  shall 
                                    notify  the  Auction  Agent  (or  its  delegate)  by  the  Specified  Discount 
                                    Prepayment  Response  Date  whether  or  not  it  agrees  to  accept  a 
                                    prepayment of any of its applicable then outstanding Term Loans at the 
                                    Specified  Discount  and,  if  so  (such  accepting  Lender,  a  “Discount 
                                    Prepayment Accepting Lender”), the amount and the tranches of such 
                                    Lender’s  Term  Loans  to  be  prepaid  at  such  offered  discount.    Each 
                                    acceptance  of  a  Discounted  Term  Loan  Prepayment  by  a  Discount 
                                    Prepayment  Accepting  Lender  shall  be  irrevocable.    Any  Term  Lender 
                                    whose  Specified  Discount  Prepayment  Response  is  not  received  by  the 
                                    Auction  Agent  by  the  Specified  Discount  Prepayment  Response  Date 
                                    shall be deemed to have declined to accept the applicable Borrower Offer 
                                    of Specified Discount Prepayment. 
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                                                      (3)                                                      If  there  is  at  least  one  Discount  Prepayment 
                                    Accepting Lender, the relevant Company Party will make a prepayment 
                                    of  outstanding  Term  Loans  pursuant  to  this  paragraph  (B)  to  each 
                                    Discount  Prepayment  Accepting  Lender  in  accordance  with  the 
                                    respective  outstanding  amount  and  tranches of Term  Loans  specified in 
                                    such  Lender’s  Specified  Discount  Prepayment  Response  given  pursuant 
                                    to subsection (2) above; provided that, if the aggregate principal amount 
                                    of  Term  Loans  accepted  for  prepayment  by  all  Discount  Prepayment 
                                    Accepting Lenders exceeds the Specified Discount Prepayment Amount, 
                                    such prepayment shall be made pro rata among the Discount Prepayment 
                                    Accepting  Lenders  in  accordance  with  the  respective  principal  amounts 
                                    accepted  to  be  prepaid  by  each  such  Discount  Prepayment  Accepting 
                                    Lender and the Auction Agent (in consultation with such Company Party 
                                    and  subject  to  rounding  requirements  of  the  Auction  Agent  made  in  its 
                                    reasonable  discretion)  will  calculate  such  proration  (the  “Specified 
                                    Discount  Proration”).    The  Auction  Agent  shall  promptly,  and  in  any 
                                    case  within  three  (3)  Business  Days  following  the  Specified  Discount 
                                    Prepayment Response Date, notify (I) the relevant Company Party of the 
                                    respective  Term  Lenders’  responses  to  such  offer,  the  Discounted 
                                    Prepayment  Effective  Date  and  the  aggregate  principal  amount  of  the 
                                    Discounted  Term  Loan  Prepayment  and  the  tranches  to  be  prepaid,  (II) 
                                    each Term Lender of the Discounted Prepayment Effective Date, and the 
                                    aggregate principal amount and the tranches of Term Loans to be prepaid 
                                    at  the  Specified  Discount  on  such  date  and  (III)  each  Discount 
                                    Prepayment  Accepting  Lender  of  the  Specified  Discount  Proration,  if 
                                    any, and confirmation of the principal amount, tranche and Type of Term 
                                    Loans  of  such  Lender  to  be  prepaid  at  the  Specified  Discount  on  such 
                                    date.  Each determination by the Auction Agent of the amounts stated in 
                                    the foregoing notices to the Company Party and such Term Lenders shall 
                                    be  conclusive  and  binding  for  all  purposes  absent  manifest  error.    The 
                                    payment amount specified in such notice to the Company Party shall be 
                                    due and payable by such Company Party on the Discounted Prepayment 
                                    Effective  Date  in  accordance  with  subsection (F)  below  (subject  to 
                                    subsection (J) below). 
                                                  
                                             (C)                                             (1)                                                       Subject  to  the  proviso  to  subsection (A)  above, 
                           any  Company  Party  may  from  time  to  time  solicit  Discount  Range  Prepayment 
                           Offers by providing the Auction Agent with five (5) Business Days’ notice in the 
                           form  of  a  Discount  Range  Prepayment  Notice;  provided  that  (I)  any  such 
                           solicitation  shall  be  extended,  at  the  sole  discretion  of  such  Company  Party,  to 
                           (x) each Term Lender and/or (y) each Term Lender with respect to any Class of 
                           Term Loans on an individual tranche basis, (II) any such notice shall specify the 
                           maximum aggregate principal amount of the relevant Term Loans (the “Discount 
                           Range Prepayment Amount”), the tranche or tranches of Term Loans subject to 
                           such  offer  and  the  maximum  and  minimum  percentage  discounts  to  par  (the 
                           “Discount Range”) of the principal amount of such Term Loans with respect to 
                           each  relevant  tranche  of  Term  Loans  willing  to  be  prepaid  by  such  Company 
                           Party (it being understood that different Discount Ranges and/or Discount Range 
                           Prepayment Amounts may be offered with respect to different tranches of Term 
                           Loans  and,  in  such  event,  each  such  offer  will  be  treated  as  a  separate  offer 
                           pursuant  to  the  terms  of  this  Section  2.05(a)(v)(C)),  (III)  the  Discount  Range 
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                           Prepayment  Amount  shall  be  in  an  aggregate  amount  not  less  than  Cdn. 
                           $10,000,000 and whole increments of Cdn. $1,000,000 in excess thereof (or U.S. 
                           $10,000,000,  or  a  whole  multiple  of  U.S.  $1,000,000  in  excess  thereof,  as 
                           applicable)  and  (IV)  each  such  solicitation  by  a  Company  Party  shall  remain 
                           outstanding  through  the  Discount  Range  Prepayment  Response  Date.    The 
                           Auction  Agent  will  promptly  provide  each  Appropriate  Lender  with  a  copy  of 
                           such  Discount  Range  Prepayment  Notice  and  a  form  of  the  Discount  Range 
                           Prepayment Offer to be submitted by a responding Lender to the Auction Agent 
                           (or  its  delegate)  by  no  later  than  5:00  p.m.,  on  the third  Business  Day  after  the 
                           date  of  delivery  of  such  notice  to  such  Lenders  (the  “Discount  Range 
                           Prepayment  Response  Date”).    Each  Term  Lender’s  Discount  Range 
                           Prepayment Offer shall be irrevocable and shall specify a discount to par within 
                           the Discount Range (the “Submitted Discount”) at which such Lender is willing 
                           to  allow  prepayment  of  any  or  all  of  its  then  outstanding  Term  Loans  of  the 
                           applicable tranche or tranches and the maximum aggregate principal amount and 
                           tranches  of  such  Lender’s  Term  Loans  (the  “Submitted  Amount”)  such  Term 
                           Lender is willing to have prepaid at the Submitted Discount.  Any Term Lender 
                           whose  Discount  Range  Prepayment  Offer  is  not received  by  the  Auction  Agent 
                           by  the  Discount  Range  Prepayment  Response  Date  shall  be  deemed  to  have 
                           declined to accept a Discounted Term Loan Prepayment of any of its Term Loans 
                           at any discount to their par value within the Discount Range. 
                                                      (2)                                                                                                                The  Auction  Agent  shall  review  all  Discount 
                                    Range Prepayment Offers received on or before the applicable Discount 
                                    Range  Prepayment  Response  Date  and  shall  determine  (in  consultation 
                                    with  such  Company  Party  and  subject  to  rounding  requirements  of  the 
                                    Auction  Agent  made  in  its  sole  reasonable  discretion)  the  Applicable 
                                    Discount and Term Loans to be prepaid at such Applicable Discount in 
                                    accordance with this subsection (C).  The relevant Company Party agrees 
                                    to accept on the Discount Range Prepayment Response Date all Discount 
                                    Range  Prepayment  Offers  received  by  Auction  Agent  by  the  Discount 
                                    Range  Prepayment  Response  Date,  in  the  order  from  the  Submitted 
                                    Discount that is the largest discount to par to the Submitted Discount that 
                                    is  the  smallest  discount  to  par,  up  to  and  including  the  Submitted 
                                    Discount that is  the  smallest  discount to  par  within  the  Discount  Range 
                                    (such Submitted Discount that is the smallest discount to par within the 
                                    Discount Range being referred to as the “Applicable Discount”) which